Midwich Group Regulatory News (MIDW)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

6 May 2016

Midwich Group plc

("Midwich" or "the Group")

Admission to AIM and first day of dealings

Midwich, a leading specialist AV and document solutions distributor to the trade market, with operations in the UK, Europe and Australia, is pleased to announce that 79,448,200 Ordinary Shares have today been admitted to AIM. Dealings will commence at 8.00 a.m. under the AIM ticker MIDW with the ISIN number of GB00BYSXWW41.

Enquiries:

Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Admission Document, published by Midwich Group plc on 3 May 2016. The Admission Document is (subject to certain access restrictions) available online at www.midwichgroupplc.com.

Notes to Editors:

Midwich is a specialist AV and document solutions distributor to the trade market, with operations in the UK and Ireland, France, Germany and Australasia. The Group's long-standing relationships with over 300 vendors, including blue-chip organisations such as Samsung, LG, Epson and NEC, supports a comprehensive product portfolio across major audio visual categories such as large format displays, projectors, digital signage and printers. The Group operates as the sole or largest in-country distributor for a number of its vendors in their respective product sets. The Directors attribute this position to the Group's technical expertise, extensive product knowledge and strong customer service offering built up over a number of years. The Group has a large and diverse base of approximately 10,000 customers, most of which are professional AV integrators and IT resellers serving sectors such as corporate, education, retail, residential and hospitality. Although the Group does not sell directly to end users, it believes that the majority of its products are used by commercial and educational establishments rather than consumers.

Initially a UK only distributor, the Group now has 481 employees across the UK, Germany, France, Ireland, Australia and New Zealand, and for the year ended 31 December 2015, 30 per cent. of the Group's revenues were derived from outside the UK. A core component of the Group's growth strategy is further expansion of its international operations and footprint into strategically targeted jurisdictions.

Forward looking statements

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the Company or developments in the industry in which the Group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this announcement. Prospective investors are strongly recommended to read the risk factors set out in Part II of the Admission Document for a more complete discussion of the factors that could affect the Company's future performance and the industry in which the Group operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The forward-looking statements contained in this announcement speak only as at the date of this announcement. The Company undertakes no obligation to update or revise publicly the forward-looking statements contained in this announcement to reflect any change in expectations or to reflect events or circumstances occurring or arising after the date of this announcement, except as required in order to comply with its legal and regulatory obligations (including under the AIM Rules for Companies).

Important notices

This announcement is not an Admission Document. This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice. Participants in the Placing should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Admission Document. In the event of any discrepancy between this announcement and the Admission Document, the Admission Document will prevail. The information contained in this announcement is for background purposes only and does not purport to be full or complete. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Group's financial or commercial position or prospects. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, neither the Company nor Investec Bank plc undertakes to update this announcement or to correct any inaccuracies. This announcement has not been approved by any competent regulatory authority.

Members of the public are not eligible to participate in the Placing. This announcement is being distributed only to and directed only at persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to and directed only at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") (investment professionals), or (ii) who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) or (iii) persons to whom it is otherwise lawful to distribute it, (all such persons referred to above being "Relevant Persons"). The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction including the United States, Australia, Canada, the Republic of Ireland, the Republic of South Africa, Japan or New Zealand or in any other jurisdiction to whom or in which such offer or solicitation is unlawful. Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, into the United States, Australia, Canada, the Republic of Ireland, the Republic of South Africa, Japan or New Zealand where to do so would constitute a violation of the relevant securities laws of such jurisdiction. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities legislation of any state or territory or jurisdiction of the United States and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, the Republic of Ireland, the Republic of South Africa, Japan or New Zealand or to, or for account or benefit of any national, resident or citizen of Australia, Canada, the Republic of Ireland, the Republic of South Africa, Japan or New Zealand. The Placing referred to herein has not been and will not be registered under the applicable securities laws of Canada, Australia, the Republic of Ireland, South Africa or Japan. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The timetable, including the date of Admission, may be influenced by a range of circumstances, including market conditions. There is no guarantee that Admission will occur and no person should base any financial decisions on the Company's intentions in relation to the Placing or Admission at this stage. Investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Placing for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom. Investec is acting exclusively as the Company's nominated adviser and broker for the purposes of the AIM Rules for Companies in connection with the Placing and Admission and will not be acting for any other person. Investec's responsibilities as nominated adviser are owed solely to the London Stock Exchange plc and are not owed to the Company or any of its directors, shareholders or to any other person. In its capacity as nominated adviser and broker, Investec will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for advising any other person in connection with the transaction and arrangements detailed in this announcement. Investec accepts no liability whatsoever for the accuracy of any information or opinions contained in, or for the omission of any material information from, this announcement. Investec is not responsible for, nor has it authorised the contents of, any part of this announcement. Investec makes no representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Ordinary Shares.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Investec does not accept any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Placing and Admission. Investec accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.