TIDMFEN
RNS Number : 1370N
Frenkel Topping Group PLC
28 September 2021
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF FRENKEL TOPPING GROUP PLC IN THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE UK MARKET ABUSE REGULATION NO. 596/2014 ("UK
MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
Frenkel Topping Group plc
("Frenkel Topping", the "Company" or the "Group")
Proposed Sale of Treasury Shares
Frenkel Topping Group plc (AIM: FEN), a specialist financial and
professional services firm operating within the personal injury and
clinical negligence marketplace, today announces its intention to
raise up to approximately GBP2.3 million (before expenses) by way
of a sale, of 3,105,708 ordinary shares of 0.5p each in the capital
of the Company ("Ordinary Shares") currently held in treasury by
the Company (the "Treasury Shares") at a price of not less than 73
pence per Ordinary Share (the "Issue Price" and the "Treasury Share
Sale").
The Treasury Share Sale is being conducted in order to satisfy
recent investor demand. The Treasury Shares represent 2.7 per cent.
of the total voting rights of the Company and the Company intends
to use the proceeds from the Treasury Sale for general working
capital purposes and for the purposes of increasing the Group's
available cash resources should any strategic opportunities arise,
in prosecuting its strategy of consolidating the fragmented PI
& Clinical Negligence sector.
finnCap Ltd ("finnCap") is acting as sole broker with respect to
the Treasury Sale which will be effected by way of an accelerated
bookbuild to institutional investors which will be launched
immediately following this announcement ("Bookbuild"). The final
number of Treasury Shares to be sold and the price at which the
Treasury Shares are to be sold will be agreed by finnCap and the
Company at the close of the bookbuild process. The timing of the
closing of the Bookbuild and the distribution of allocations are at
the discretion of finnCap and a further announcement confirming
these details is expected to be made in due course. finnCap
reserves the right to close the Bookbuild without further notice.
There can be no certainty that the Treasury Sale will complete.
For further information:
Frenkel Topping Group plc www.frenkeltoppinggroup.co.uk
Richard Fraser, Chief Executive Officer Tel: 0161 886 8000
Elaine Cullen-Grant, Chief Financial
Officer
finnCap Ltd (Nominated Advisor & Tel: 020 7220 0500
Broker)
Carl Holmes/James Thompson/Milesh
Hindocha (Corporate Finance)
Richard Chambers (ECM)
About Frenkel Topping Group:
The financial services firm consists of Frenkel Topping Limited,
Ascencia Investment Management, Obiter Wealth Management, Equatas
Accountants, Forth Associates, A & M Bacon Limited and Partners
in Costs Limited.
The group of companies specialises in providing financial advice
and asset protection services to clients at times of financial
vulnerability, with particular expertise in the field of personal
injury and clinical negligence.
With more than 30 years' experience in the industry, Frenkel
Topping has earned a reputation for commercial astuteness
underpinned by a strong moral obligation to its clients, employees
and wider society, with a continued focus on its Environmental,
Social and Governance (ESG) impact.
Through its core business, Frenkel Topping Limited, the firm
supports litigators pre-settlement in achieving maximum damages, by
providing expert witness services, and post-settlement to achieve
the best long-term financial outcomes for clients after injury. It
boasts a client retention rate of 99%.
The Group's discretionary fund manager, Ascencia, provides
financial portfolios for clients in unique circumstances. In recent
years Ascencia has diversified its portfolios to include a
Sharia-law-compliant portfolio and a number of ESG portfolios in
response to increased interest in socially responsible investing
(SRI).
Obiter provides a generalist wealth management service -
including advice on Savings and Investments; Tax planning; Life
Insurance; Critical Illness and Income protection; Endowment advice
and Keyman Insurance, with a particular specialism in financial
advice on pensions and pension sharing orders for the clients of
divorce and family lawyers. Obiter applies the same core principles
of honesty, transparency, responsibility and reliability to
individuals, regardless of background or situation.
In 2019, Frenkel Topping launched its accountancy arm, Equatas,
to assist clients with tax planning and move closer to providing a
full end-to-end service under the Group brand, improving the
experience for clients and maintaining the Group's standards
throughout the client journey.
In 2020 Frenkel Topping acquired Forth Associates, a specialist
forensic accounting services business which assists in financial
and legal disputes. The acquisition makes Frenkel Topping the
largest independent provider of financial expert witness reports to
the claimant marketplace.
Earlier in 2021 Frenkel Topping acquired A & M Bacon Limited
a leading costs specialist in local government and Court of
Protection, and Partners in Costs Limited who specialise in civil
litigation claims, including personal injury (ranging from
catastrophic injury to clinical negligence), professional
negligence, commercial claims and court of protection costs.
Later in 2021, costs consultants, Bidwell Henderson. joined the
Frenkel Topping Group of businesses. One of the UK's largest
professional legal services companies specialising in both legal
aid and inter partes law costs drafting, legal cashiering and costs
training services, Bidwell Henderson are the go-to legal aid costs
agency for drafting cost case plans where significant high-costs
are involved in large scale and complex legal cases.
For more information visit: www.frenkeltoppinggroup.co.uk
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE TREASURY SALE. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO
WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU
DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES, AS
ADOPTED VIA THE UK VERSION OF THE PROSPECTUS REGAULATIONS WHICH IS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM,
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE TREASURY SHARES
MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1)
AND, (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE
INFORMATION REGARDING THE TREASURY SALESET OUT IN THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF FRENKEL TOPPING GROUP PLC IN THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL
The Treasury Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Treasury Shares in
the United States or elsewhere.
The Treasury Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Treasury Sale or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Treasury Sale. Any investment decision to
buy securities in the Treasury Sale must be made solely on the
basis of publicly available information. Such information is not
the responsibility of and has not been independently verified by
the Company or finnCap or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Treasury Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company, finnCap or any of
their respective affiliates that would, or which is intended to,
permit a public offer of the Treasury Shares in any jurisdiction,
or possession or distribution of this announcement or any other
offering or publicity material relating to the Treasury Shares, in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and finnCap to inform themselves about and to observe any
applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company or finnCap or any of their respective affiliates in
relation to any purchase of or subscription for securities of the
Company. No representation or warranty, express or implied, is
given by or on behalf of the Company, finnCap or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Company in connection with the Treasury Sale and will not be
responsible to anyone other than the Company for providing the
protections offered to the clients of finnCap, nor for providing
advice in relation to the Treasury Sale or any matters referred to
in this announcement, and apart from the responsibilities and
liabilities (if any) imposed on finnCap by Financial Services and
Markets Act 2000 ("FSMA"), any liability therefore is expressly
disclaimed. Any other person in receipt of this announcement should
seek their own independent legal, investment and tax advice as they
see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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END
MSCUBRKRASUKUAR
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