TIDMFEN
RNS Number : 4321R
Frenkel Topping Group PLC
06 July 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE
OF ANY SECURITIES OF FRENKEL TOPPING GROUP PLC IN ANY JURISDICTION
WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS
ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS
SECTION INCLUDED IN APPENDIX II TO THE COMPANY'S ANNOUNCEMENT OF
2.45 P.M. ON 5 JULY 2022.
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.
6 July 2022
Frenkel Topping Group plc
("Frenkel Topping", the "Company" or the "Group")
Results of Placing
Frenkel Topping Group plc (AIM: FEN), a specialist professional
and financial services firm operating in the Personal Injury (PI)
Clinical Negligence (CN) space , is pleased to announce that,
further to the announcement made at 2.45 p.m. on 5 July 2022 (the
"Placing Announcement"), it has successfully completed the Placing
which was oversubscribed and is now closed.
The Placing has raised GBP10 million (before expenses) through
the placing of 14,285,715 new Ordinary Shares at an Issue Price of
70 pence per share representing a discount of approximately 9.7 per
cent.
The Placing is being undertaken in two tranches, with the First
Placing of 5,657,800 First Placing Shares utilising the Company's
existing shareholder authorities to issue new shares for cash on a
non-pre-emptive basis and the Second Placing 8,627,915 Second
Placing Shares to be issued subject to new shareholder approvals to
be sought at the General Meeting of the Company. A Circular
convening the General Meeting at which the Resolutions will be
proposed will be sent to Shareholders today.
The net proceeds of the Placing will be used to:
-- accelerate the Company's vision of becoming the market leader
in providing a full service offering to clients and claimants,
particularly in personal injury ("PI") and clinical negligence
("Clin Neg");
-- consolidate the heavily fragmented pre-settlement
professional services market by targeting acquisitions that have
clear synergies in the PI and Clin Neg sectors in order to scale
routes into growing assets under management ("AUM") mandates from
successful claims;
-- fund three potential acquisitions which have been identified
and are in the course of due diligence; and
-- further invest in the integration of existing acquisitions to
capture additional margin and allow for faster integration of
future acquisitions.
Related Party Transactions:
Harwood Capital LLP ("Harwood") is subscribing for 3,500,000
Placing Shares in the Placing at the Issue Price. The subscription
by Harwood constitutes a related party transaction for the purposes
of the AIM Rules by virtue of Harwood being a substantial
shareholder of the Company and Christopher Mills, CEO of Harwood,
being a Non-Executive Director of the Company. The Independent
Directors consider, having consulted with the Company's nominated
adviser, finnCap, that the terms upon which Harwood is
participating in the Placing are fair and reasonable insofar as the
Company's shareholders are concerned.
Canaccord is subscribing for 1,571,429 Second Placing Shares in
the Second Placing at the Placing Price. The subscription by
Canaccord constitutes a related party transaction for the purposes
of the AIM Rules by virtue of Canaccord being a Substantial
Shareholder of the Company. The Directors consider, having
consulted with the Company's nominated adviser, finnCap, that the
terms upon which Canaccord is participating in the Second Placing
are fair and reasonable insofar as the Company's shareholders are
concerned.
Admission and dealings
Application will be made to the London Stock Exchange plc for
Admission of the Placing Shares to trading on AIM.
Application has been made to the London Stock Exchange for
5,657,800 new Ordinary Shares, representing the, in aggregate,
5,657,800 First Placing Shares to be admitted to trading on AIM
("First Admission"), and it is expected that First Admission will
become effective and trading will commence in the First Placing
Shares at 8 a.m. on 11 July.
Total Voting Rights
Following the Admission of the first Placing Shares, the total
number of Ordinary Shares in the Company will be 118,815,149. 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 and Transparency Rules.
Richard Fraser, Chief Executive Officer of Frenkel Topping
said:
"I am delighted that new and existing shareholders have once
again supported Frenkel Topping on its ambition of becoming the
market leader in the PI & Clin Neg space. The net proceeds of
the Placing allows us to continue consolidating the heavily
fragmented professional service firms marketplace.
The Board looks forward to building on the momentum gathered
since our last fundraise in July 2020 and are already well
progressed on a number of potential opportunities. In addition, our
investment internally, particularly on IT infrastructure will
allows us to capture further margin on existing acquisitions and
more easily integrate future M&A."
For further information:
Frenkel Topping Group plc www.frenkeltoppinggroup.co.uk
Richard Fraser, Chief Executive Officer Tel: 0161 886 8000
finnCap Ltd Tel: 020 7220 0500
Carl Holmes/James Thompson/Milesh Hindocha
(Corporate Finance)
Tim Redfern / Richard Chambers (ECM)
Additional Information
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2022
Announcement of the Bookbuild 2.45 p.m. on 5 July 2022
Placing Results Announcement 7.00 a.m. on 6 July 2022
Publication of the Circular 6 July 2022
Admission and commencement of dealings in 8.00 a.m. on 11 July
the First Placing Shares 2022
Expected date for CREST accounts to be credited As soon as possible after
in respect of the First Placing Shares admission on 11 July
2022
Where applicable, expected date for dispatch By 15 July 2022
of share certificates in respect of the
First Placing Shares
Latest time and date for receipt of Forms 11.00 a.m. on 27 July
of Proxy for the General Meeting* 2022
General Meeting* 11.00 a.m. on 29 July
2022
Admission and commencement of dealings in 8.00 a.m. on 1 August
the Second Placing Shares 2022
Expected date for CREST accounts to be credited As soon as possible after
in respect of the Second Placing Shares admission on 1 August
2022
Where applicable, expected date for dispatch By 5 August 2022
of share certificates in respect of the
Second Placing Shares
Notes
1. Some of the times and dates above are indicative only and it
any of the details contained in the timetable above should change,
the revised times and dates will be notified to Shareholders by
means of an announcement through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise stated
3. Events listed in the above timetable following the General
Meeting are conditional on the passing of the Resolutions at the
General Meeting.
* Assuming the Circular is posted on 6 July 2022.
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END
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