Acquisition of Arc & Co Structured Finance Limited

FRP Advisory Group plc, a leading national specialist business advisory firm, is pleased to announce the acquisition of Arc & Co Structured Finance Limited ("Arc & Co") for a consideration of £6.0 million, plus an additional amount for the net assets acquired on completion of approximately £650,000 and a three-year performance based earn-out linked to profit in excess of a hurdle (the "Acquisition").

Arc & Co is a renowned FCA-regulated provider of financial advisory services to the real estate sector. Based in the West End of London, it serves clients in both the UK and overseas. Arc & Co's two founding directors, Andrew Robinson and Edward Horn-Smith will join FRP as partners, along with all 18 members of the Arc & Co team.

Following the Acquisition FRP intends to launch a sixth service pillar, FRP Real Estate Advisory. This will combine Arc & Co's expertise with the Group's existing real estate experience to deliver a comprehensive and integrated offering to help real estate stakeholders create, preserve and realise value and, where necessary, manage risk.

This acquisition is in line with FRP's strategy of generating sustainable profitable growth by broadening its service offering to clients, increasing market share and expanding its geographical footprint. This acquisition is the Group's fifteenth since IPO in March 2020 and its second in 2025, as it seeks to broaden and deepen its services.

FRP's total upfront consideration for the acquisition is split between cash of approximately £4.85 million and the issue of new ordinary shares with a value of approximately £1.8 million with any future performance based earn-out payable in cash.

For the year to 30 June 2025, Arc & Co's revenue was £5.4 million and EBITDA was £1.6 million (all figures unaudited). The Acquisition is expected to be earnings accretive in its first full year of ownership contributing revenue of approximately £6 million and adjusted EBITDA1 of approximately £1.1 million from FY27.

Geoff Rowley, CEO of FRP Advisory, said: "Arc & Co's expertise broadens our existing Real Estate capabilities. In launching FRP Real Estate Advisory as a service pillar we bring these specialists together in order to better serve clients with their Real Estate requirements. We consider this acquisition will allow FRP to deepen relationships across the Real Estate sector, with increased opportunities for revenue generation across the Group.

"Andrew, Ed and the team have built a great reputation and we're pleased to welcome them to FRP. They share our values and will make a strong contribution as we continue to grow."

Andrew Robinson and Ed Horn-Smith, Co-founders of Arc & Co, said: "We are delighted to be joining FRP and are excited at the opportunities that being part of FRP presents for our team and our clients. We are all immensely proud of what we have achieved as a team at Arc & Co and being part of FRP will be a strong platform to enable us to offer a broader range of services to our clients and strengthen our reach across the UK through its nationwide office network.

"We are confident that by building upon our shared values of quality and professionalism with FRP we will accelerate our growth."

1,285,714 new ordinary shares (the "Consideration Shares") are to be issued as part of the Acquisition with application to be made to trading on the AIM market of the London Stock Exchange ("Admission"). The Consideration Shares will rank pari passu with the Company's existing ordinary shares. It is expected that Admission of the Consideration Shares will become effective and that dealings will commence at 8.00 a.m. on 19 November 2025. Following the issue of the Consideration Shares the Company will have 259,119,136 ordinary shares in issue with each ordinary share carrying the right to one vote and no ordinary shares held in treasury. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

1 Adjusted to reflect Partner compensation under the future FRP model and excluding exceptional costs and share based payment charges