DWF.L Regulatory News (DWF)

DWF Group plc

("DWF", the "Group" or the "Company")

Delivering on our strategy: significant acquisition establishes a major presence in Spain

11 December 2019

This announcement contains inside information.

Highlights

·; DWF to acquire a leading independent Spanish law firm Rousaud Costas Duran ("RCD") for up to €50.5m (£42.5m) in shares and cash, of which €7.4m (£6.2m) is payable in cash at completion with up to €15.5m (£13.1m) in deferred or contingent cash consideration

·; The strategic acquisition will significantly expand DWF's international capabilities via offices in Madrid, Barcelona and Valencia and provide access to an extensive network of connections in the Iberian Peninsula and Latin America

·; RCD, which will bring 40 new partners and c. 400 people in total, is one of the fastest growing firms in Spain and operates in the same sectors as DWF with a focus on similar capabilities

·; Significant capabilities and sector alignment and a shared focus on innovation will support the potential for future natural synergies

·; Acquisition expected to be accretive to adjusted earnings per share in the first full financial year post completion

DWF, the global legal business providing Complex, Managed and Connected Services, announces that it has reached a definitive agreement to acquire RCD, a leading independent Spanish law firm, for up to €50.5m (£42.5m) in shares and cash with the transaction expected to complete prior to 31 December 2019 (the "Acquisition"). Initial consideration consisting of €7.4m (£6.2m) in cash and €27.6m (£23.2m) in newly issued DWF shares will be paid at completion (the "Initial Consideration"). An additional cash consideration of up to €15.5m (£13.1m) will be partly deferred and partly contingent on performance.

Acquisition rationale and background

RCD is a full-service law firm with strengths in corporate law, tax, insurance, financial services, real estate and energy. It is also a leading firm in Spain for innovation and entrepreneurship and has been consistently ranked by The Financial Times among Europe's most innovative law firms.

RCD's experienced leadership team includes founders and Co-Managing Partners Adolf Rousaud and Ignasi Costas.

The Acquisition cements DWF's presence in Spain by establishing offices in Madrid, Barcelona and Valencia, with all 40 of RCD's partners and more than 400 people joining the Company. DWF has been working with RCD for more than a year and formalised this as an exclusive association in June 2019.

The transaction will be DWF's largest acquisition to date and is expected to be accretive to adjusted earnings per share in the first full financial year post completion. With significant capabilities and sector alignment and a shared focus on innovation, the transaction brings opportunities for potential natural synergies.

The Acquisition will play another important part in expanding the Group's global network and will significantly enhance its international division. The deal adds a leading independent law firm and a Connected Services business in Spain to the Company's international footprint as well as a strong network of connections in the Iberian Peninsula and Latin America. Following the acquisition, DWF will have offices in 12 European cities including Warsaw, Brussels, Dublin, Paris, Milan and four in Germany.

Transaction details

RCD's reported revenue for the 12 months ended 31 December 2018 was €35.7m (£31.6m), with pro forma EBITDA of €8.1m (£6.8m) (adjusted to DWF's partner compensation policy). RCD's gross assets at 31 December 2018 were €15.9m (£14.3m). As part of the transaction, the Group will be assuming €5.6m (£4.7m) of net debt (including amounts payable to RCD shareholders of €2.5m (£2.1m)).

DWF has reached an agreement to acquire full ownership of RCD from its equity partners for an Initial Consideration of €35.0m (£29.4m), of which €7.4m (£6.2m) is payable in cash and €27.6m (£23.2m) is payable in new shares issued by DWF at completion. Contingent consideration of €2.3m (£1.9m) is payable in cash one year post transaction provided RCD meets agreed performance targets. Additionally, deferred cash consideration, subject to continuing employment, of €13.2m (£11.1m) will potentially be payable over a two-year period following completion (the "Deferred Consideration"). The maximum potentially payable to the RCD sellers is €50.5m (£42.5m), if all conditions for the Contingent Consideration and Deferred Consideration are met.

Due to the share consideration element of the Initial Consideration, DWF will issue 19,525,927 new ordinary shares in the Company (the "Consideration Shares"), based on the share price average over the last five working days. It has been agreed that 1,966,172 of the Consideration Shares will be issued to DWF's Employee Benefit Trust for the purpose of remunerating and incentivising employees of RCD.

The Consideration Shares are subject to a lock-in period of five years, with shares released in tranches during the lock-in period dependent upon individual sellers remaining with the Group ("time tranches") and meeting performance targets ("performance tranches"). Both time and performance tranches are due to be released upon announcement of the Group's preliminary annual financial results for the periods ending 30 April 2020 to 30 April 2024 and a final time and performance tranche is due to be released following determination of performance for an eight month non-statutory financial period ending 31 December 2024. The lock-in includes leaver and claw back provisions which are similar to those entered into by other partners of the Group.

The completion of the acquisition is subject to the satisfaction of certain pre-conditions which are expected to be met before the calendar year end. Application will be made for the Consideration Shares to be admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities, following completion. A further announcement will be made in due course.

IPO Lock-Up Restrictions

In accordance with LR9.6.17, DWF announces that the lock-up restrictions will be lifted from one DWF partner's 5,365,200 shares in the Company due to personal circumstances and the partner will enter into an Orderly Market agreement with the Company.

Andrew Leaitherland, Group CEO at DWF, said:

"I am delighted to welcome our RCD colleagues to DWF in another important step for the business. The transaction complements the Group's existing international offering and boosts our expertise and ability to support clients in Spain, and provide access to an extensive network of connections across the Iberian Peninsula as well as Latin America.

"The Acquisition is consistent with DWF's strategy of acquiring complementary businesses with high levels of recurring revenue and strong cash generation. RCD will sit within the International division which remains one of the priority growth opportunities and therefore priority areas for the Group's capital allocation.

"RCD has a range of potential synergies with DWF, with significant capabilities and sector overlap in our three global areas of insurance, financial services and real estate. As leading legal innovators, our businesses have a strong focus on doing things differently, and this is the next logical step towards providing Complex, Managed and Connected Services globally. The transaction also builds on our recent acquisition in Poland, displaying our international expansion ambitions and continued delivery on our IPO priorities."

Adolf Rousaud, Co-Managing Partner at RCD, said:

"Joining DWF provides an excellent opportunity to continue our growth and development, and we are very excited to be part of the Group's extensive international network which will give us a far broader geographic reach to support our clients. DWF is one of the most innovative legal businesses in the world, and what really attracted us was the cutting-edge approach to providing legal services, supported by leading people and technology. Our values and culture, as well as our strongly aligned sector focus, provide the ideal platform for our future success with DWF."

Ignasi Costas, Co-Managing Partner at RCD, said:

"We are thrilled to be joining DWF. This represents another step in our development, which we started only 16 years ago with a commitment to innovation and entrepreneurship. Since then, and thanks to the trust placed in us by clients and our people alike, we have grown to become one of the main law firms in the Spanish market with a transformative approach to law."

The person responsible for arranging for the release of this announcement on behalf of the Company is Andrew Leaitherland, Group Chief Executive Officer

Notes to Editors

About DWF

DWF is a global legal business providing complex, managed and connected services, operating from 28 key locations with approximately 3,200 people. The Company became the first Main Market Premium Listed legal business on the London Stock Exchange in March 2019. DWF recorded revenue of £272.4 million in the year ended 30 April 2019. For more information visit: www.dwf.law 

About RCD

Founded in 2003, RCD is a leading provider of comprehensive legal advice and has over 20 legal and sectoral areas of expertise. With a team of over 400 professionals led by 40 partners, it ranks among the top Spanish law firms. RCD has been recognized for the past four years for its innovative capacity in the European ranking Financial Times FT - Innovative Lawyers. The firm has offices in Madrid, Barcelona and Valencia. For more information visit: www.rcd.legal

Forward-looking statements

This announcement contains certain forward-looking statements with respect to RCD's and the Group's current targets, expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The Company does not assume any obligation to update or correct information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Rounding

Certain figures included in this announcement, including financial information, have been subjected to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.