Goodwin Regulatory News (GDWN)

31 May 2023

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 OF THAT JURISDICTION.

Goodwin PLC

("Goodwin" or the "Company")

Result of Tender Offer

Total Voting Rights

and

Directors' interests

Goodwin (LSE: GDWN) is pleased to announce the result of its Tender Offer, details of which were set out in the circular published by the Company on 5 May 2023 (the "Circular").

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 180,000 Ordinary Shares at the Tender Price of £48.00 per Ordinary Share, for an aggregate maximum consideration of approximately £8.64 million. The Tender Offer closed at 1.00 p.m. on 30 May 2023. Valid tenders were received in respect of 411,371 Ordinary Shares, equal to 229 per cent. of the total number of Ordinary Shares subject to the Tender Offer.

As the Tender Offer was oversubscribed, not all of the Ordinary Shares that have been validly tendered have been accepted and purchased. The Guaranteed Entitlement therefore applies to each Qualifying Shareholder. Tenders have been accepted on the basis set out in paragraphs 2.15.1 and 2.15.2 of Part IV of the Circular as follows:

· all Ordinary Shares validly tendered up to the Guaranteed Entitlement, for each relevant holding of Ordinary Shares, will be accepted and purchased in full; and

· all Ordinary Shares validly tendered in excess of the Guaranteed Entitlement, for each relevant holding of Ordinary Shares, will be scaled down pro rata to the total number of such Ordinary Shares tendered in excess of the Guaranteed Entitlement, such that the total cost of Ordinary Shares to be purchased pursuant to the Tender Offer does not exceed £8.64 million.

Of the total number of Ordinary Shares validly tendered and purchased by the Company, all 180,000 Ordinary Shares will be cancelled, with effect from on or around 7 June 2023.

It is expected that CREST accounts will be credited on or around 7 June 2023 for revised uncertificated holdings of Ordinary Shares and Tender Offer proceeds. For Ordinary Shares held in certificated form, it is expected that cheques in respect of Tender Offer proceeds and balancing share certificates will be despatched on or around 7 June 2023.

Total Voting Rights

Following the closing of the Tender Offer and the cancellation of 180,000 Ordinary Shares referred to above, the Company will have 7,509,600 Ordinary Shares in issue with no Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company will be 7,509,600 which may be used by Shareholders as the denominator in the calculations by which they may determine if they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Directors' interests

Following the closing of the Tender Offer, the interests of each Director, all of which are beneficial, of the Company's total voting rights are as follows:

1Including spouses and children under the age of 18

Capitalised terms used in this announcement (unless otherwise defined) have the meanings set out in the Circular.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

The person responsible for arranging the release of this announcement on behalf of the Company is Timothy Goodwin, Chairman.

T. GOODWIN

Chairman