NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS DEEMED TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO
FOR IMMEDIATE RELEASE
15 January 2026
RECOMMENDED CASH ACQUISITION
of
("
by
("PhillipCapital")
(a wholly-owned subsidiary of Phillip
to be implemented by means of a court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006
RESULTS OF COURT MEETING AND GENERAL MEETING
Introduction
On
On 15 December 2025,
Capitalised terms in this announcement shall, unless otherwise defined, have the meanings set out in the Scheme Document.
Results of the Court Meeting and General Meeting
· the requisite majority of Independent Scheme Shareholders voted in favour of the resolution to approve the Scheme at the Court Meeting; and
· the requisite majority of Walker Crips Shareholders voted to pass the Resolution(s) at the General Meeting to approve the implementation of the Scheme.
Further details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting at Parts 9 and 10 (respectively) of the Scheme Document.
Total Voting Rights at the Voting Record Time
The number of
As stated in the amended Opening Position Disclosure made by PhillipCapital earlier today pursuant to Rule 8 of the Code, Mr
Mr
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting held on 15 January 2026. Each Independent Scheme Shareholder present (in person or by proxy) was entitled to one vote per Scheme Share held at the Voting Record Time.
|
|
Number of Scheme Shares voted |
% of Scheme Shares voted(1) |
Number of Independent Scheme Shareholders who voted(2) |
% of Independent Scheme Shareholders who voted(1) (2) |
Scheme Shares voted as a % of the issued share capital entitled to vote on the Scheme(1)(3) |
|
For |
16,453,425 |
85.29% |
34 |
87.18% |
55.00% |
|
Against |
2,837,407 |
14.71% |
14 |
35.90% |
9.48% |
|
Total |
19,290,832 |
100% |
39 |
100% |
64.48% |
Notes:
(1) All percentages rounded to two decimal places.
(2) Where an Independent Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Independent Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted, with the total number of Scheme Shareholders who voted being adjusted accordingly.
(3) The 12,659,803
Voting results of the General Meeting
The table below sets out the results of the votes cast at the General Meeting. Each Walker Crips Shareholder present (in person or by proxy) was entitled to one vote per Walker Crips Share held at the Voting Record Time.
|
|
Number of |
% of |
|
|
For(3) |
28,577,937 |
91.00 |
67.12 |
|
Against |
2,827,467 |
9.00 |
6.64 |
|
TOTAL |
31,405,404 |
100 |
73.76 |
|
Withheld (2) |
1,290 |
N/A |
N/A |
Notes:
(1) All percentages rounded to two decimal places
(2) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the resolution.
(3) Includes discretionary votes.
The outcome of today's Court Meeting and General Meeting means that Conditions 2(A) and 2(B) (as set out in Part 3 of the Scheme Document (Conditions to and certain further terms of the Acquisition)) have been satisfied.
The Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of certain other Conditions to the Acquisition which are set out in Part 3 (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document, including the regulatory conditions, the Court sanctioning the Scheme at the Court Sanction Hearing, and the delivery of a copy of the Scheme Court Order to the Registrar of Companies and the Scheme thereby becoming Effective.
The Acquisition is currently expected to become Effective during Q1 2026 and, subject to the Acquisition becoming Effective, settlement of the cash consideration due under the Scheme is expected to take place within 14 days of the Effective Date. A further announcement (including an update to the expected timetable of principal events relating to the Scheme as set out in the Scheme Document) will be made through the
Enquiries:
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|
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Tel: +44 (0)20 7220 0500 (via Cavendish) |
|
|
|
|
Cavendish |
|
|
Elysia Bough |
Tel: +44 (0)20 7220 0500
|
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Tel: +44 (0)20 3100 8000 |
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Tel: +44 (0)20 7496 3000 |
Further information
This announcement is for information purposes only and is not intended to and does not constitute or form any part of any offer, invitation or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended). If you are resident in the
Disclaimers
Cavendish
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the
The availability of the Acquisition to Walker Crips Shareholders who are not resident in and citizens of the
Unless otherwise determined by PhillipCapital and/or
Persons who are not resident in the
Further details in relation to Overseas Shareholders will be included in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of an English company with a listing on the
If, in the future, PhillipCapital exercises its right, with the consent of the Panel (where necessary) and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of an Offer, which is to be made into
It may be difficult for
In accordance with normal
Forward-Looking Statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by PhillipCapital and
The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on PhillipCapital and
Although PhillipCapital and
The factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; and changes in the anticipated benefits from the proposed Acquisition not being realised as a result of: changes in general economic and market conditions in the countries in which PhillipCapital and
Specifically, statements of estimated cost savings and synergies related to future actions and circumstances, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.
Other than in accordance with their legal or regulatory obligations, neither PhillipCapital nor
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one (1) per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one (1) per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 and Rule 26.2 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code, will be made available free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Phillip Brokerage's website at https://www.phillip.com.sg/sg/offer and
No profit forecasts, profit estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by Walker Crips Shareholders, persons with information rights and other relevant persons for the receipt of communications from
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Walker Crips Shareholders and persons with information rights may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting
Market Abuse Regulation and responsibility
This announcement is deemed by
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