NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
13 February 2020
Harwood Capital LLP
Statement regarding Frenkel Topping Group plc
Further to the announcement, made by Frenkel Topping Group plc ("Frenkel Topping"), on 28 January 2020, in relation to a possible offer by Harwood Capital LLP ("Harwood") for the entire issued and to be issued share capital of Frenkel Topping (the "Possible Offer"), Harwood announces that it does not intend to make an offer for Frenkel Topping.
Consequently, except with the consent of the Panel on Takeovers and Mergers (the "Panel"), Harwood, and any person acting in concert with Harwood, is bound by the restrictions under Rule 2.8 of the Code save in the circumstances set out below.
Under Note 2 on Rule 2.8 of the Code, Harwood, and any person acting in concert with Harwood, reserves the right to announce an offer or make or participate in an offer or possible offer for Frenkel Topping or to take any other action which would otherwise be restricted under Rule 2.8 of the Code within six months from the date of this announcement in the following circumstances: (a) with the agreement of the Board of Frenkel Topping; (b) if any third party announces a firm intention to make an offer for Frenkel Topping; (c) if Frenkel Topping announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or (d) if there has been a material change of circumstances (as determined by the Panel).
Harwood, and any person acting in concert with Harwood, reserves the right to acquire and/or offer to acquire Frenkel Topping shares or interests in Frenkel Topping shares subject to and in accordance with Rule 2.8 of the Code.
Important notices
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of any offer to buy, sell, subscribe for any securities or the solicitation of any vote in any jurisdiction.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at http://frenkeltoppinggroup.co.uk/investors/corporate-announcements/possible-offer-for-frenkel- topping-group-plc/. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
