Frenkel Topping Group Plc, Re

Facts

Frenkel Topping Group Plc, a financial services company providing financial professional services in the personal injury and clinical negligence market, was the target of an acquisition by Irwell Financial Services Bidco Limited, to be effected by a transfer scheme of arrangement under Part 26 of the Companies Act 2006. Shareholders were offered a cash consideration, with an alternative offer of loan notes and preference shares in a structure of holding and subsidiary companies registered in England and Wales. The offer was first made in October 2025 and the claim form was issued on 8 October. A circular followed on 20 October with long-stop dates which later had to be extended. The offer was conditional on approval from the FCA, whose concerns, arising from new capital adequacy requirements, led to modifications to the alternative offer: the preference shares were to be replaced by ordinary shares, and the companies in the holding structure were to be incorporated in Jersey. The financial advisers considered the value of the alternative offer unchanged. Shareholders who had elected for it were allowed to reconsider. A single class meeting, as directed by the ICC judge, had approved the Scheme by 94.4 per cent by value, with 34 of 39 voting in favour, but the modifications had not been put to that meeting. The Company applied for the court's sanction of the Scheme as modified.