Frenkel Topping agrees to £64 million takeover by Harwood-backed firm

LONDON - Frenkel Topping Group Plc (AIM:FEN) has agreed to be acquired by Irwell Financial Services Bidco Limited, a newly formed company indirectly owned by funds managed by Harwood Private Equity LLP, in a deal valuing the specialist financial services firm at approximately £64 million.

Under the terms of the recommended offer, Frenkel Topping shareholders will receive 50 pence in cash per share plus one contingent value right (CVR), which could provide up to an additional 10 pence per share upon a future exit event. Alternatively, shareholders can elect for a partial cash offer of 10 pence per share combined with securities in the acquiring entity.

The cash offer represents a premium of 12.9% to Frenkel Topping’s closing price of 45.5 pence on September 29, and a 19.5% premium to the price on May 30 when the possible offer was first announced.

Shareholders will also receive the previously declared final dividend of 1.375 pence per share, expected to be paid on October 17 to shareholders on the register as of October 3.

The alternative offer is capped at 25% of Frenkel Topping’s existing issued share capital and will allow electing shareholders to maintain an economic interest in the company as a private entity through a combination of ordinary shares, preference shares and loan notes.

North Atlantic Smaller Companies Investment Trust (NASCIT), which holds approximately 29.96% of Frenkel Topping’s shares, has agreed to elect for the alternative offer for its entire holding.

The independent directors of Frenkel Topping, excluding Chairman Christopher Mills who has connections to Harwood, unanimously recommend that shareholders accept the cash offer. The directors have received irrevocable undertakings and a letter of intent to vote in favor of the scheme from shareholders representing approximately 36.69% of the voting scheme shares.

Tim Linacre, Senior Non-Executive Director of Frenkel Topping, said the company has become a leader in the clinical negligence and personal injury sectors but noted that continued growth requires adequate funding, which has been challenging to secure as a small-cap listed company.

The acquisition will be implemented through a court-sanctioned scheme of arrangement, with court meetings expected to be held in November 2025. The transaction is conditional upon regulatory approvals from the Financial Conduct Authority.

According to the press release, Frenkel Topping provides specialist financial and professional services within the personal injury and clinical negligence marketplace.

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