**Summary**
PhillipCapital UK Ltd, a subsidiary of Phillip Brokerage Pte Ltd, has announced a recommended cash offer to acquire the entire issued and to-be-issued ordinary share capital of Walker Crips Group PLC, a UK-based financial services company. The acquisition, valued at approximately £5.96 million, will be implemented through a court-sanctioned scheme of arrangement under the Companies Act 2006.
**Key Points**
1. **Offer Details**
PhillipCapital will offer 14.0 pence in cash for each Walker Crips share, representing a significant premium over recent trading prices.
The offer values Walker Crips at approximately £5.96 million on a fully diluted basis.
2. **Premium and Valuation**
The offer price represents a premium of 86.67% to the closing price on November 21, 2025, and substantial premiums over 1-month, 3-month, and 6-month volume-weighted average prices.
3. **Background and Rationale**
PhillipCapital has been a significant shareholder in Walker Crips since 1993 and has provided financial support through a £5 million working capital facility in July 2025.
The acquisition aims to provide Walker Crips with the financial strength and stability needed to address regulatory and liquidity challenges and reignite growth prospects.
4. **Recommendation and Support**
The Independent Walker Crips Directors unanimously recommend the acquisition, considering it fair and reasonable.
PhillipCapital has received irrevocable undertakings from a discretionary fund manager and the Independent Walker Crips Directors, representing approximately 2.75% and 1.63% of Walker Crips total issued ordinary share capital, respectively.
5. **Conditions and Timetable**
The acquisition is conditional on regulatory approvals, including from the FCA, and shareholder approval at the Court Meeting and General Meeting.
The Scheme Document is expected to be published within 28 days, with the acquisition anticipated to become effective in Q1 2026.
6. **Strategic Plans**
PhillipCapital intends to support Walker Crips management in addressing operational and regulatory challenges, providing capital for growth, and potentially streamlining operations, which may include a 10% headcount reduction.
7. **Delisting and Re-registration**
Walker Crips shares will be delisted from the London Stock Exchange, and the company will be re-registered as a private limited company.
8. **Financing**
The acquisition will be financed using existing cash resources of the PhillipCapital Group.
This acquisition reflects PhillipCapitals confidence in Walker Crips long-term potential and its commitment to providing the necessary support for the companys strategic realignment and growth.