Scheme Becomes Effective

Walker Crips Group plc

03 March 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

3 March 2026

RECOMMENDED CASH ACQUISITION
of
Walker Crips Group PLC
("Walker Crips")

by
PhillipCapital UK LTD
("PhillipCapital")

(a wholly-owned subsidiary of Phillip Brokerage Pte Ltd)

to be implemented by means of a court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006

SCHEME BECOMES EFFECTIVE

The Independent Directors of Walker Crips and PhillipCapital are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies today for registration, the scheme of arrangement between Walker Crips and the Scheme Shareholders under Part 26 of the Companies Act (the "Scheme") to implement the recommended cash acquisition of the entire issued and to be issued share capital of Walker Crips (the "Acquisition") has now become Effective in accordance with its terms and Walker Crips is now a wholly owned subsidiary of PhillipCapital.

Full details of the Acquisition are set out in the circular related to the Scheme published by Walker Crips on 15 December 2025 (the "Scheme Document"). Capitalised terms in this announcement shall, unless otherwise defined, have the meanings set out in Part 8 (Definitions) of the Scheme Document.

Suspension and cancellation of trading

As previously advised, trading in Walker Crips Shares on the London Stock Exchange and Official List of the FCA was suspended with effect from 7.30 a.m. this morning, 3 March 2026. An application has been made to the London Stock Exchange and FCA in relation to the cancellation of the admission to trading of Walker Crips Shares on the London Stock Exchange and the Official List respectively, which is expected to take place from 7.00 a.m. on 4 March 2026. As a result of the Scheme having become Effective, share certificates in respect of Walker Crips Shares will cease to be valid documents of title and entitlements to Walker Crips Shares held in uncertificated form in CREST are being cancelled.

Settlement of consideration

As set out in the Scheme Document, a Scheme Shareholder on the register of members of Walker Crips at the Scheme Record Time, being 6.00 p.m. on 2 March 2026, is entitled to receive 14 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected as provided for in the Scheme Document by no later than 17 March 2026.

Board changes

As the Scheme has now become Effective, Walker Crips duly announces that, as of today's date, Mark Nelligan has resigned as a director and from the Walker Crips Board.   

All reference to times in this announcement are to London time.

Dealing disclosures

Walker Crips is no longer in an "offer period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Enquiries:

PhillipCapital UK Ltd
Meng Heng Tan	Tel: [phone] (via Cavendish)
Cavendish Capital Markets Limited (Financial Adviser to PhillipCapital)
Henrik Persson Marc Milmo Fergus Sullivan Elysia Bough	Tel: [phone]
Walker Crips
Sean Lam Christian Dougal	Tel: [phone]
Singer Capital Markets Advisory LLP (Financial Adviser, Rule 3 Adviser and Broker to Walker Crips)
Charles Leigh-Pemberton	Tel: [phone]

Addleshaw Goddard LLP is acting as legal adviser to PhillipCapital. DWF Law LLP is acting as legal adviser to Walker Crips.

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form any part of any offer, invitation or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in Walker Crips or PhillipCapital in any jurisdiction in contravention of applicable law. The Acquisition will be made and implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by way of an Offer, the Offer Document) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote or other decision in respect of, or other response to, the Acquisition, should be made only on the basis of information contained in the Scheme Document (or, in the event that the Acquisition is to be implemented by way of an Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

Disclaimers

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as financial adviser to PhillipCapital and no one else in connection with the Acquisition and will not be responsible to anyone other than PhillipCapital for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. Neither Cavendish nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with the Acquisition, any statement contained herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and corporate broker exclusively for Walker Crips and for no one else in connection with the Acquisition and will not be responsible to anyone other than Walker Crips for providing the protections afforded to clients of Singer Capital Markets nor for providing advice in connection with the matters referred to herein. Neither Singer Capital Markets nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Overseas Shareholders

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 laws of any jurisdiction other than the UK should inform themselves about, 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 Acquisition 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 Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the UK Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the UK.

The availability of the Acquisition to Walker Crips Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the UK to vote their Voting Scheme Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities law of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by PhillipCapital and/or Walker Crips or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, directly or indirectly in, into, or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Acquisition by the use of any means or instrumentality, from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Scheme and the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Walker Crips Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Overseas Shareholders will be included in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of an English company with a listing on the London Stock Exchange and is being made by means of a scheme of arrangement provided for under English company law. An acquisition effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. Neither the United States Securities and Exchange Commission, nor any securities commission of any state of the United States, has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information included in this announcement. The financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

If, in the future, PhillipCapital exercises its right, with the consent of the Panel (where necessary) and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of Walker Crips Shares to enforce their rights and any claim arising out of the U.S. federal laws in connection with the Acquisition, since PhillipCapital and Walker Crips are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of Walker Crips Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's jurisdiction or judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, PhillipCapital, its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Walker Crips Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private Acquisitions at negotiated prices and comply with applicable law, including the U.S. Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

U.S. Walker Crips Shareholders should be aware that the Acquisition contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Walker Crips Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this Acquisition.

 

END