LONDON: Frenkel Topping Group plc, a financial services firm specializing in asset management and investment advice, confirmed Monday that its independent directors are engaged in advanced discussions with Harwood regarding a potential cash acquisition offer.
The Possible Offer would be made by Harwood through a newly formed, privately held special purpose vehicle, Bidco, and would encompass Frenkel Topping’s entire issued and to-be-issued ordinary share capital. The transaction is intended to be carried out via a Scheme of Arrangement under Part 26 of the Companies Act 2006, though Harwood reserves the right to pursue the acquisition via a contractual offer instead.
Details of the Proposed Deal
Under the terms of the Possible Offer, Frenkel Topping shareholders would be eligible to receive either 50.0 pence in cash per ordinary share or an alternative combination, consisting of:
- 10.0 pence in cash
- 6.0 pence in Bidco loan notes
- 1.0 pence in ordinary shares in Bidco
- 33.0 pence in preference shares in Bidco
Additionally, shareholders would remain entitled to Frenkel Topping’s final dividend of 1.375 pence per ordinary share for the financial year ending Dec. 31, 2024, subject to shareholder approval at its annual general meeting. The dividend, if approved, is expected to be paid on Oct. 17, 2025, to shareholders listed as of Oct. 3, 2025.
The offer price, combined with the final dividend, represents a 19.5% premium to Frenkel Topping’s closing price on May 30, 2025, and a 38.4% premium to its three-month volume-weighted average price.
Funds advised or managed by Harwood and affiliated entities currently own 38.35 million ordinary shares, accounting for nearly 30% of Frenkel Topping’s issued share capital.
The Possible Offer remains subject to Harwood’s completion of due diligence, though the firm has indicated it could waive this condition. While the announcement falls under Rule 2.4 of the UK Takeover Code, it does not yet constitute a firm intention to make an offer under Rule 2.7. There is no certainty an offer will be made.
Should the acquisition proceed and Frenkel Topping’s securities be delisted from AIM, Harwood intends to arrange for Bidco securities issued under the alternative offer to be tradable on a matched bargain facility.
The prospect of a takeover has stirred investor interest, given the premium offered over Frenkel Topping’s recent share price performance. Analysts suggest the acquisition could signal further consolidation within the sector.
For now, Frenkel Topping shareholders await further developments as Harwood finalizes its due diligence and weighs its next steps.