Result of Treasury Share Sale
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 END 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, £2.3 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:
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Frenkel Topping Group plc |
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Richard Fraser, Chief Executive Officer |
Tel: 0161 886 8000 |
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finnCap Ltd (Nominated Advisor & Broker) |
Tel: 020 7220 0500 |
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Carl Holmes/James Thompson/Milesh Hindocha (Corporate Finance) Richard Chambers (ECM)
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Harwood Capital LLP as investment manager to NASCIT |
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2
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Reason for the notification
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a)
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Position/status
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Harwood Capital LLP and NASCIT are PCAs of Christopher Mills, Non-Executive Director of Frenkel Topping plc |
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b)
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Initial notification /Amendment
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Initial Notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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Frenkel Topping Group plc |
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b)
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LEI
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213800I5L3K7AT7A4R20
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4
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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
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a)
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Description of the financial instrument, type of instrument |
Ordinary shares of £0.05 each
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Identification code |
GB00B01YXQ71
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b)
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Nature of the transaction
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Share purchase |
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c)
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Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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£0.73 |
1,500,000 |
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d)
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Aggregated information |
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- Aggregated volume |
1,500,000 |
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- Price |
£1,095,000 |
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e)
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Date of the transaction
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28/09/2021 |
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f)
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Place of the transaction
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London Stock Exchange |
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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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