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Schedule 1 Update - Work Group plc

24 Jul 2017 14:00

RNS Number : 9110L
AIM
24 July 2017
 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Work Group plc ("Work" or the "Company") to be renamed Gordon Dadds Group plc at Admission

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Work Group plc

Suite 2.01

17 Hanover Square

London W1S 1BN

 

COUNTRY OF INCORPORATION:

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Before Admission:

www.workgroupplc.com

 

At Admission:

www.gordondaddsgroup.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Work proposes to acquire the entire issued share capital of Gordon Dadds Group Limited ("GDG"). GDG is an acquisitive law firm and a group of other complimentary businesses, including Prolegal, an acquisition vehicle model focused on smaller law firms.

 

GDG operates as a full service law firm whose main areas of business are dispute resolution, corporate, real estate, employment, tax, family & private clients and regulatory solutions.

 

The majority of the growth of one law firm to date has arisen from acquisitions including those of Harris Cartier, Davenport Lyons, Jeffrey Green Russell Limited and Platt & Associates.

 

GDG's main country of operation is the United Kingdom.

 

The acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules, and Work will seek the admission of all of its issued and to be issued share capital to AIM on completion of this acquisition following shareholder approval. At the same the Company is conducting a share capital reorganisation including a 32:1 share consolidation and share split.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

28,597,310 ordinary shares* of 1 pence each ("Ordinary Shares") post Capital Reorganisation at a price of 140p per Ordinary Share.

 

*Assuming that 100% acceptances of the Offer are received prior to Admission.

 

No shares held in treasury.

 

No restrictions as to transfer of the securities.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital raised: £20 million

 

Anticipated market capitalisation on Admission: £40 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

46%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/a

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Current Directors:

 

Simon John Howard (Chairman), Simon will remain on the board as a non-executive director post Admission.

 

Keith Gordon Cameron (Non-Executive Director, to step down prior to Admission)

 

Proposed Directors:

Anthony "Tony" John Edwards (Non-Executive Chairman)

 

Adrian John Biles (Chief Executive Officer)

 

Christopher John Yates (Finance Director)

 

David Anthony Furst (Non-Executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

At the date of this announcement

Upon Admission

Name

Number of Existing Ordinary Shares

Percentage of Share Capital

Number of New Ordinary Shares

Percentage of Enlarged Share Capital

Jon Moulton

5,319,883

18.6

166,246

0.6

Simon Howard

4,605,841

16.1

143,932

0.5

Louvre Trust (Guernsey) Limited

3,594,808

12.6

112,337

0.4

Michael Warren

1,885,200

6.6

58,912

0.2

Octopus Investments

1,408,864

4.9

44,027

0.2

Hansa Capital Partners

1,400,000

4.9

43,750

0.2

Rose Colledge

1,161,521

4.1

36,297

0.1

Steve Halford

1,098,000

3.8

34,312

0.1

Adrian Biles

-

-

7,610,664

26.6

Legal & General Investment Management

-

-

2,671,429

9.3

Hargreave Hale

-

-

2,660,714

9.3

Ruffer LLP

-

-

2,142,857

7.5

Janus Henderson

-

-

1,428,571

5.0

JP Morgan

-

-

1,287,143

4.5

John Biles

-

-

982,415

3.4

Robert Biles

-

-

933,239

3.3

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 March

 

(ii) 31 December 2016 for Work and 31 March 2017 for GDG

 

(iii) 30 September 2017 (6 months unaudited half yearly report to 30 June 2017); 31 December 2017 (6 month unaudited half yearly report to 30 September 2017); 30 September 2018 (12 month audited annual reports to 31 March 2018).

 

EXPECTED ADMISSION DATE:

4 August 2017

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Arden Partners plc

125 Old Broad Street

London

EC2N 1AR

 

NAME AND ADDRESS OF BROKER:

Arden Partners plc

125 Old Broad Street

London

EC2N 1AR

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Gordon Dadds LLP

6-11 Agar Street

London

WC2N 4HN

 

www.gordondaddsgroup.com

 

www.workgroupplc.com

 

DATE OF NOTIFICATION:

24 July 2017

 

NEW/ UPDATE:

UPDATE

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
AIMZMGZNZDDGNZM
Date   Source Headline
28th Jun 20177:00 amRNSFinal results for the year ended 31 December 2016
31st Mar 201710:15 amRNSUpdate on potential acquisition
16th Dec 20162:00 pmRNSUpdate and Suspension of Share Trading
16th Dec 20162:00 pmRNSSuspension - Work Group Plc
27th Sep 20167:00 amRNSInterim Results for 6 months ended 30 June 2016
6th Sep 201611:54 amRNSResult of AGM
6th Sep 201611:00 amRNSAGM Statement
19th Aug 201612:00 pmRNSRestoration - Work Group Plc
19th Aug 201612:00 pmRNSPosting of Results & Restoration of Trading on AIM
19th Aug 20167:00 amRNSFinal Results
15th Aug 20165:42 pmRNSNotice of AGM
3rd Aug 201611:45 amRNSChange of website address
29th Jun 20167:31 amRNSTemporary Suspension
29th Jun 20167:30 amRNSSuspension - Work Group Plc
7th Mar 20167:00 amRNSChange of Nominated Adviser and Broker
1st Feb 20167:00 amRNSChange of Registered Office
11th Jan 20161:36 pmRNSHolding(s) in Company
4th Jan 20167:00 amRNSBoard Change
29th Dec 201512:05 pmRNSResult of General Meeting
16th Dec 20157:30 amRNSRestoration - Work Group plc
16th Dec 20157:00 amRNSHalf Yearly Report
14th Dec 20157:00 amRNSPosting of Annual Report and Accounts
11th Dec 20157:01 amRNSDisposal
11th Dec 20157:00 amRNSFinal Results
1st Oct 20157:00 amRNSStatement re. publication of Half Yearly Report
7th Aug 201512:00 pmRNSFurther re. Strategic Review
15th Jul 20155:25 pmRNSResult of AGM
10th Jul 201512:00 pmRNSFurther re AGM
16th Jun 20159:00 amRNSSuspension - Work Group plc
16th Jun 20159:00 amRNSTrading statement, Strategic review and Suspension
18th Dec 20142:37 pmRNSDirectorate Change
30th Sep 20147:00 amRNSHalf Yearly Report
10th Jun 20141:37 pmRNSResult of AGM
15th May 20147:00 amRNSAnnual Financial Report
25th Apr 20147:00 amRNSPreliminary Results
7th Feb 20147:00 amRNSPre Close Update
13th Jan 201412:13 pmRNSDirector Shareholding
31st Dec 201312:22 pmRNSHolding(s) in Company
24th Dec 201312:00 pmRNSDirector Dealings
30th Aug 201310:34 amRNSInterim Results - Replacement
30th Aug 20137:00 amRNSInterim Results
29th Jul 20138:48 amRNSChange of Registered Office
26th Jun 20139:51 amRNSResult of AGM
26th Jun 20137:00 amRNSDisposal of Armstrong Craven
3rd Jun 201312:38 pmRNSAvailability of Annual Report and Accounts
12th Apr 20137:00 amRNSFinal Results
19th Mar 20137:00 amRNSAdviser Change of Name
3rd Dec 20127:00 amRNSTrading Update
12th Nov 201210:36 amRNSPosting of Autumn Review
18th Sep 20127:00 amRNSInterim results

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