Harwood weighs cash offer for Frenkel Topping Group

LONDON - Harwood Private Equity LLP is in advanced talks to potentially acquire Frenkel Topping Group plc, a financial consulting firm, through a cash offer. The discussions include a possible offer for the full issued and to be issued ordinary share capital of Frenkel Topping, disclosed on Monday.

The proposed transaction would be conducted via a newly created special purpose vehicle, Bidco, and may be structured as a Scheme of Arrangement under the Companies Act 2006. However, Harwood reserves the right to pursue a contractual offer instead.

Under the terms being considered, Frenkel Topping shareholders could receive either a straight cash offer of 50.0 pence per ordinary share or a mix of cash, loan notes, and ordinary and preference shares in Bidco, collectively valued at 50.0 pence per share. In addition to the potential offer, shareholders are entitled to a final dividend of 1.375 pence per share for the fiscal year ending December 31, 2024, pending approval at the upcoming annual general meeting and expected to be paid on October 17, 2025.

The possible cash offer and dividend combined represent a premium of approximately 19.5% over the mid-market closing price of Frenkel Topping’s shares on May 30, 2025, the last business day before the announcement.

Harwood, which manages client funds that currently hold roughly 29.96% of Frenkel Topping’s issued ordinary share capital, indicates that the completion of the offer is contingent on satisfactory due diligence. The firm also retains the flexibility to adjust the offer’s terms or structure.

The offer is not yet firm, and there is no certainty that Harwood will proceed with the acquisition. According to the Takeover Code, Harwood must clarify its intentions by 5.00 p.m. on June 30, 2025, either by announcing a firm intention to make an offer or by stating that it will not do so.

Should the acquisition be completed and Frenkel Topping’s securities be delisted from AIM, securities issued by Bidco as part of the Alternative Offer would be traded on a matched bargain facility.

The announcement has triggered an ’Offer Period’ for Frenkel Topping under the Takeover Code, and further announcements will be made as the situation develops. This news is based on a press release statement from Harwood Private Equity LLP.

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