Frenkel Topping Group PLC
08 July 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
Unless otherwise defined, capitalised terms used in this announcement shall have the meanings given to them in the Scheme Document. All references to times in this announcement are to London time.
8 July 2026
RECOMMENDED OFFER
for
FRENKEL TOPPING GROUP PLC
by
IRWELL FINANCIAL SERVICES BIDCO LIMITED
(a newly formed company indirectly owned by a limited partnership
managed by Harwood Private Equity LLP)
Scheme Effective
The board of directors of Irwell Financial Services Bidco Limited ("Irwell Bidco") and the Independent Directors of Frenkel Topping Group plc ("Frenkel Topping") are pleased to announce that, further to the announcement on 6 July 2026 and following the delivery of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms.
Full details of the Offer are set out in the circular in relation to the Scheme which was published on 20 October 2025 (the "Scheme Document") (together with the amendments detailed in the announcement made by Frenkel Topping and Irwell Bidco on 3 June 2026).
Suspension and cancellation of trading
As previously advised, dealing in Frenkel Topping Shares on AIM was suspended with effect from 7.30 a.m. today. An application has been made to the London Stock Exchange in relation to the cancellation of admission to trading of Frenkel Topping Shares on AIM, which is expected to occur at 7.00 a.m. on 9 July 2026.
Settlement of consideration
A Scheme Shareholder on the register of members of Frenkel Topping at 6.00 p.m. on 7 July 2026 will be entitled to receive the consideration provided for in the Scheme Document (with the amendments detailed in the announcement made by Frenkel Topping and Irwell Bidco on 3 June 2026) in respect of their holdings. Settlement of the consideration to which any Frenkel Topping Shareholder is entitled to under the Scheme will be affected as set out in paragraph 13 of Part 2 of the Scheme Document as soon as reasonably practicable (and in any event within 14 calendar days) after the Effective Date.
Board changes
As the Scheme has now become Effective, Frenkel Topping announces that, with effect from today's date, Tim Linacre has tendered his resignation and stepped down from the Frenkel Topping Board as a Non-Executive Director. Christopher Mills shall continue in his current role of Non-Executive Chairman of Frenkel Topping on an interim basis, pending the identification and recruitment of a suitable alternative chairperson as soon as practicable.
Dealing disclosures
Frenkel Topping is no longer in an "offer period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to Frenkel Topping Shareholders no longer apply.
Enquiries:
Irwell Financial Services Bidco Limited
James Agnew, Director Tel: +44 (0)207 640 3200
Harry Mills, Director
Strand Hanson Limited
(Financial Adviser to the Irwell Holdco Group and Harwood)
James Dance / Matthew Chandler / Rob Patrick Tel: +44 (0)207 409 3494
Frenkel Topping Group plc
Richard Fraser, Chief Executive Officer Tel: +44 (0)161 886 8000
Cavendish Capital Markets Limited Tel: +44 (0)207 220 0500
(Financial and Rule 3 Adviser, Nominated Adviser and Broker to Frenkel Topping)
Henrik Persson / Marc Milmo / Finn Gordon / Isaac Hooper
Important Notices
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Irwell Holdco Group and Harwood and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than the Irwell Holdco Group and Harwood for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.
Cavendish Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to Frenkel Topping and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Frenkel Topping for providing the protections afforded to clients of Cavendish Capital Markets Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities of Frenkel Topping in any jurisdiction in contravention of applicable law. The Offer is being implemented solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document.
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England including, without limitation the United States and Canada.
Additional information for US investors
Frenkel Topping Shareholders in the United States should note that the Offer relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the Companies Act 2006. This announcement, the Scheme Document and certain other documents relating to the Offer have been or will be prepared in accordance with English law, the AIM Rules, the Code and UK disclosure requirements, and the format and style applicable to a scheme of arrangement under the Companies Act 2006, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements and practices of the United States tender offer and proxy solicitation rules.
Frenkel Topping Shareholders located or resident in the United States or who are otherwise US Persons will not be permitted to elect to receive Irwell Holdco Units pursuant to the Alternative Offer, and any purported election to receive Irwell Holdco Units pursuant to the Alternative Offer by Frenkel Topping Shareholders located or resident in the United States, or which, at the sole discretion of Irwell Bidco, appear to be made in respect of Frenkel Topping Shares beneficially held by persons located or resident in the United States or who otherwise appear to be US Persons will not be accepted. Accordingly, Frenkel Topping Shareholders located or resident in the United States or who are otherwise US Persons will receive the Cash Offer consideration pursuant to the Scheme, and no Irwell Holdco Units will be issued to any such Frenkel Topping Shareholder located or resident in the United States.
It may be difficult for US holders of Frenkel Topping Shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Offer, since Frenkel Topping is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Frenkel Topping are located outside of the United States. US holders of Frenkel Topping Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.
U.S. Frenkel Topping Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Frenkel Topping Shareholders are urged to consult with their own legal, tax and financial advisers in connection with making a decision regarding this transaction.
None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any other US regulatory authority, nor have any such authorities passed judgment upon the fairness or the merits of the Offer or determined if the information in this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
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