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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
18th Jul 20127:00 amRNSPre Close Trading Update
13th Jun 20121:07 pmRNSAGM Statement
10th May 20123:27 pmRNSPosting of Annual Report
15th Mar 20127:00 amRNSFinal Results
19th Jan 20127:00 amRNSTrading Update
1st Dec 20115:39 pmRNSHolding in Company
16th Sep 20117:00 amRNSHalf Yearly Report
22nd Jul 20117:00 amRNSPre-close Trading Update
14th Jun 20111:54 pmRNSAGM Statement
27th Apr 20117:00 amRNSChange of Adviser
17th Mar 20115:13 pmRNSHolding(s) in Company
11th Mar 20113:15 pmRNSDirector/PDMR Shareholding
11th Mar 20117:00 amRNSFinal Results
10th Mar 201110:30 amRNSNotice of Results
1st Feb 20112:00 pmRNSTotal Voting Rights
17th Jan 20113:20 pmRNSHolding(s) in Company
12th Jan 20113:30 pmRNSTransaction in Own Shares and Total Voting Rights
12th Jan 20117:00 amRNSTrading Statement
22nd Sep 20107:00 amRNSGrant of Share Awards
16th Sep 20107:00 amRNSHalf Yearly Report
12th Aug 20107:00 amRNSDirectorate Change
16th Jul 20107:00 amRNSTrading Statement
17th Jun 20107:00 amRNSAGM Statement
17th Jun 20107:00 amRNSDirectorate Change
18th May 201011:19 amRNSAnnual Financial Report
30th Apr 201011:38 amRNSEBT Purchase
16th Mar 20107:00 amRNSFinal Results
20th Jan 201010:01 amRNSHolding(s) in Company
15th Jan 20107:00 amRNSIssue of Options
12th Jan 20107:00 amRNSTrading Statement
4th Jan 201010:30 amRNSHolding(s) in Company
29th Oct 200911:37 amRNSEBT Purchase
28th Sep 20094:10 pmRNSEBT Transfer
22nd Sep 20097:00 amRNSInterim Results
19th Aug 20093:00 pmRNSHolding(s) in Company
17th Aug 200910:40 amRNSHolding(s) in Company
22nd Jul 20091:14 pmRNSHolding(s) in Company
22nd Jul 20091:02 pmRNSEBT Purchase
20th Jul 20097:00 amRNSTrading Statement
26th Jun 20094:24 pmRNSEBT Purchase
15th May 20097:00 amRNSAnnual Report & Accounts and Notice of AGM
12th May 20093:30 pmRNSHolding(s) in Company
28th Apr 20095:15 pmRNSDirector/PDMR Shareholding
21st Apr 20091:00 pmRNSDirector/PDMR Shareholding
31st Mar 20099:45 amRNSHolding in Company
25th Mar 20097:00 amRNSPreliminary results
24th Feb 200911:15 amRNSHolding(s) in Company
13th Feb 20092:10 pmRNSHolding(s) in Company
26th Jan 20097:00 amRNSDirector/PDMR Shareholding
22nd Jan 20097:00 amRNSHolding(s) in Company

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