Proposed Secondary Placing
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FRP ADVISORY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF FRP ADVISORY GROUP PLC.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH OBLIGATIONS UNDER ARTICLE 17 OF MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
5 August 2026
FRP ADVISORY GROUP PLC
("FRP", the "Group" or the "Company")
Proposed Secondary Placing
On 27 April 2026, FRP Advisory Group plc, a leading national specialist business advisory firm, announced that Geoff Rowley and Jeremy French, together with existing and former Partners of the Company, entered into lock-in deeds with the Company on 25 April 2026 by (the "2026 Lock-In"). The 2026 Lock-In remains in place and does not expire until 1 September 2031.
The 12,951,237 ordinary shares of £0.001 each in the Company (the "Ordinary Shares") held by existing and former Partners of the Company that are not subject to the 2026 Lock-In remained governed by the terms of the lock-in arrangements that were entered into in May 2024 (the "2024 Lock-In") until 31 July 2026 (the "Expiry Date"). In preparation for the Expiry Date, all of the holders of these Ordinary Shares (the "Non Locked-In Shareholders") were consulted to ensure that, should there be an intention to sell any Ordinary Shares when the 2024 Lock-In expired, this could be managed in an orderly fashion. Following this consultation process, certain Non Locked-In Shareholders have indicated their intention to sell up to, in aggregate, 4,887,968 Ordinary Shares.
In addition, due to the high level of investor demand expressed for the Ordinary Shares during the consultation process, the individuals subject to the 2026 Lock-In (the "Locked-In Shareholders") were also consulted and one has indicated his intention to sell up to, in aggregate, 28,364 Ordinary Shares. Therefore, in total, certain Non Locked-In Shareholders and Locked-In Shareholders (together, the "Selling Shareholders") have indicated an aggregate intention to sell up to 4,916,332 Ordinary Shares.
The Company therefore announces the proposed sale by the Selling Shareholders of up to 4,916,332 Ordinary Shares (the "Placing Shares") at a price of 115 pence per Ordinary Share (the "Placing").
The Placing will be effected by way of an accelerated bookbuild to institutional investors which will be launched immediately following this announcement (the "Bookbuild"). The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares will be determined at the discretion of the Company and the Bookrunners.
Cavendish Capital Markets Limited ("Cavendish") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg" and, together with Cavendish, the "Bookrunners") are acting as joint bookrunners in relation to the Placing.
In summary, as a result of the consultation process, all Non Locked-In Shareholders and Locked-In Shareholders have been given the opportunity to sell Ordinary Shares as part of the Placing. As stated in Company's announcement of 27 April 2026, the Company confirms that any future liquidity arrangements for the Locked-In Shareholders would only occur at times when the Company considers there to be sufficient buying demand to maintain an orderly market.
A further announcement confirming the number of Placing Shares will be made following successful completion of the Placing.
The person responsible for arranging the release of this announcement on behalf of the Company is Gavin Jones, Chief Financial Officer of the Company.
Enquiries:
FRP Advisory Group plc
Geoff Rowley, CEO
Jeremy French, COO
Gavin Jones, CFO
Enquiries via Citypress
Cavendish Capital Markets Limited (Joint Bookrunner, Nominated Adviser and Joint Broker)
Stephen Keys / George Lawson (Corporate Finance)
Tel: +44 (0) 207 220 0500
Berenberg (Joint Bookrunner and Joint Broker)
Toby Flaux / James Thompson / Brooke Harris-Lowing
+44 (0)20 3207 7800
Citypress (Financial Public Relations)
Martin Currie
T: +44 (0)7976291532
Calum Anderson
T: +44(0)7464444660
Notes to Editors
FRP is a leading national specialist business advisory firm established in 2010. It offers a range of advisory services to companies, lenders, investors and other stakeholders, as well as individuals. These services include:
· Restructuring advisory: corporate financial advisory, formal insolvency appointments, informal restructuring advisory, personal insolvency and general advice to all stakeholders.
· Corporate finance: mergers & acquisitions (M&A), strategic advisory and valuations, financial due diligence, capital raising, special situations M&A and partial exits.
· Debt advisory: raising and refinancing debt, debt amendments and extensions, restructuring debt, asset based lending and corporate and leveraged debt advisory.
· Forensic services: forensic investigations, compliance and risk advisory, dispute services and forensic technology.
· Financial advisory: transaction services including pre-IPO financial services, public company advisory, financial due diligence, lender services, financial modelling, valuations, pensions and company-side advisory services and corporate governance advisory.
· Real estate advisory: real estate debt and capital advisory, loan and portfolio management, property risk assessment, and debt and equity solutions for investors, lenders and borrowers.
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. 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(E) OF THE PROSPECTUS REGULATION 2017/1129 ("PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 AND (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 PLACING 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 PLACING SET 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.
THE PLACING 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 PLACING SHARES IN THE UNITED STATES OR ELSEWHERE.
THE PLACING 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 PLACING 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 PLACING. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING 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, MUFG CORPORATE MARKETS LIMITED ("MUFG"), THE SELLING SHAREHOLDERS, CAVENDISH, BERENBERG 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 PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, MUFG, THE SELLING SHAREHOLDERS, CAVENDISH, BERENBERG OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE PLACING SHARES IN ANY JURISDICTION, OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES, IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, MUFG, THE SELLING SHAREHOLDERS, CAVENDISH AND BERENBERG TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.
CAVENDISH, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY IN THE UNITED KINGDOM, IS ACTING ONLY FOR MUFG IN CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN MUFG FOR PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS OF CAVENDISH, NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND LIABILITIES (IF ANY) IMPOSED ON CAVENDISH BY 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.
BERENBERG, WHICH IS AUTHORISED AND REGULATED BY THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BAFIN) AND IN THE UNITED KINGODM IS SUBJECT TO LIMITED REGULATION BYTHE FINANCIAL CONDUCT AUTHORITY, IS ACTING ONLY FOR MUFG IN CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN MUFG FOR PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS OF BERENBERG, NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND LIABILITIES (IF ANY) IMPOSED ON BERENBERG BY 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.
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