TIDMFEN
RNS Number : 2455N
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 MARKET ABUSE REGULATION NO. 596/2014 ("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")
Result of Treasury Share Sale
Frenkel Topping Group plc (AIM: FEN), a specialist financial and
professional services firm operating within the personal injury and
clinical negligence marketplace, is pleased to announce that
further to its announcement earlier today in relation to the
proposed sale of Treasury Shares (the "Launch Announcement"), it
has successfully completed the sale of 3,105,708 ordinary shares of
0.5p each in the capital of the Company ("Ordinary Shares"),
previously held in treasury. The ("Treasury Share Sale") took place
through an accelerated bookbuilding process managed by finnCap
Ltd.
The Company has raised, in aggregate, GBP2.3 million (before
expenses) through the Treasury Share Sale of 3,105,708 Ordinary
Shares at a price of 73 pence per Share ("Issue Price").
Related party transaction
North Atlantic Smaller Companies Investment Trust plc ("NASCIT")
is subscribing for 1,500,000 Treasury Shares in the Treasury Share
Sale at the Issue Price. The subscription by NASCIT constitutes a
related party transaction for the purposes of the AIM Rules by
virtue of NASCIT being a substantial shareholder of the Company and
Christopher Mills, CEO of NASCIT, being a Non-Executive Director of
the Company. The Independent Directors (being all Directors save
for Christopher Mills) consider, having consulted with the
Company's nominated adviser, finnCap, that the terms upon which
NASCIT is participating in the Treasury Share Sale are fair and
reasonable insofar as the Company's shareholders are concerned.
Following the subscription, Christopher Mills, via NASCIT, is
interested in 26,500,000 Ordinary Shares of the Company,
representing approximately 23.42 per cent. of the Company's issued
share capital.
Total Voting Rights
Following the Treasury Share Sale, the total number of Ordinary
Shares in issue will be 113,157,349 with no shares held in treasury
therefore the total number of voting rights in the Company will be
113,157,349. This figure may be used by Shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Capitalised terms unless otherwise defined shall carry the same
meaning as set out in the Launch Announcement.
For further information:
Frenkel Topping Group plc www.frenkeltoppinggroup.co.uk
Richard Fraser, Chief Executive Officer Tel: 0161 886 8000
finnCap Ltd (Nominated Advisor & Tel: 020 7220 0500
Broker)
Carl Holmes/James Thompson/Milesh
Hindocha (Corporate Finance)
Richard Chambers (ECM)
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name
Harwood Capital LLP as investment
manager to NASCIT
--------------------------------------- ------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------
a) Position/status Harwood Capital LLP and NASCIT are
PCAs of Christopher Mills, Non-Executive
Director of Frenkel Topping plc
--------------------------------------- ------------------------------------------------
b) Initial notification Initial Notification
/Amendment
--------------------------------------- ------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------
a) Name Frenkel Topping Group plc
--------------------------------------- ------------------------------------------------
b) LEI 213800I5L3K7AT7A4R20
--------------------------------------- ------------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------------------------
a) Description of the Ordinary shares of GBP0.05 each
financial instrument,
type of instrument
Identification code GB00B01YXQ71
b) Nature of the transaction Share purchase
--------------------------------------- ------------------------------------------------
c) Price(s) and volume(s)
---------------------- ---------------------
Price(s) Volume(s)
---------------------- ---------------------
GBP0.73 1,500,000
------------------------------------------------------------------- ---------------------
d) Aggregated information
- Aggregated volume 1,500,000
- Price GBP1,095,000
e) Date of the transaction 28/09/2021
--------------------------------------- ------------------------------------------------
f) Place of the transaction London Stock Exchange
--------------------------------------- ------------------------------------------------
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 (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 AMENDED) (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
MSCPPUAPBUPGGGR
(END) Dow Jones Newswires
September 28, 2021 07:44 ET (11:44 GMT)
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