Business
Proposed Second Extension of Long Stop Date
Irwell Financial Services Bidco Limited has announced a further update regarding the recommended offer for Frenkel Topping Group plc, specifically concerning the Financial Conduct Authority (FCA) condition and a proposed second extension of the Long Stop Date. The parties are engaging with the FCA to ensure Irwell Bidco's capital structure meets new adequacy requirements, which may lead to amendments in the structure of Irwell Holdco Units. To avoid the lapse of the scheme due to the FCA condition not being met by the current First Extended Long Stop Date of 29 May 2026, Irwell Bidco and Frenkel Topping have agreed to seek a second extension, with a court hearing scheduled for 20 May 2026. Disclaimer*
About this update from Frenkel Topping Group Plc
[{"type":"text","content":"\n\nNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.\nFOR IMMEDIATE RELEASE\n15 May 2026\nRECOMMENDED OFFER\nfor\nFRENKEL TOPPING GROUP PLC\nby\nIRWELL FINANCIAL SERVICES BIDCO LIMITED\n(a newly formed company indirectly owned by a limited partnership\nmanaged by Harwood Private Equity LLP)\n \nFurther Update on FCA Condition and Proposed Second Extension of Long Stop Date\nOn 30 September 2025, the board of directors of Irwell Financial Services Bidco Limited (\"Irwell Bidco\") and the Independent Directors of Frenkel Topping Group plc (\"Frenkel Topping\") announced that they had reached agreement on the terms and conditions of a recommended offer to be made by Irwell Bidco for the entire issued, and to be issued, ordinary share capital of Frenkel Topping (the \"Offer\"). The Offer is being implemented by way of a Court-sanctioned scheme of arrangement between Frenkel Topping and its shareholders under Part 26 of the Companies Act 2006 (the \"Scheme\").\nThe circular in relation to the Scheme was published on 20 October 2025 (the \"Scheme Document\") and the Offer was approved at the Court Meeting and the General Meeting held on 12 November 2025.\nOn 19 January 2026, the Company announced that certain Conditions had been satisfied following the successful outcome of the Court Meeting and the General Meeting, however, the Offer remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in paragraph 2 of Part A of Part 3 (Conditions and Certain Further Terms of the Offer) of the Scheme Document. This includes the FCA granting approval for the acquisition of Frenkel Topping or each of the Frenkel Topping Group Regulated Entities by Irwell Bidco and the Proposed Controllers (the \"Change in Control Approval\").\nOn 23 March 2026, the Company announced that Irwell Bidco and Frenkel Topping had agreed, with the consent of the Panel and subject to the approval of the Court, to extend the Long Stop Date from 29 March 2026 to 29 May 2026 (the \"First Extended Long Stop Date\"). The Court approved the extension of the Long Stop Date to the First Extended Long Stop Da...