SWC.L Regulatory News (SWC)

19 October 2018

Summerway Capital plc

("Summerway" or the "Company")

Admission to Trading on AIM and First Day of Dealings

Summerway Capital plc (AIM: SWC), the newly established investing company with a focus on acquiring UK-based companies or businesses with the potential for strategic, operational and performance improvement, is pleased to announce that admission of its ordinary shares (the "Ordinary Shares") to trading on AIM will take place at 8.00 a.m. today, 19 October 2018 ("Admission").

Summerway is principally focused on opportunities in the wider household and consumer goods sector, including retail and consumer brands, particularly where there is an opportunity to introduce operational and performance improvements, including new technologies and associated operating and value leverage.

Summerway admits to trading on AIM with a market capitalisation of £6.13 million, based on a placing price of £1 per share, and is classified as an investing company under Rule 8 of the AIM Rules for Companies. Accordingly, Summerway will have 18 months following admission to substantially implement its investing policy. The net proceeds of the placing conducted in connection with Admission, amounting to approximately £5.73 million, will be used to fund working capital and due diligence in relation to potential acquisition targets, and, in conjunction with any equity or debt financing as required, to execute on such investment or acquisition opportunities.

The Directors of Summerway, who collectively hold c.25.29 per cent. of the issued share capital at Admission, have a strong track record of strategic and operational leadership, and extensive experience of identifying, evaluating and executing opportunities (both quoted and unquoted) and creating value for stakeholders. Furthermore, the Directors believe that their combined and extended networks will yield a number of attractive acquisition and investment opportunities.

Alexander Anton, Executive Chairman of Summerway, commented:

"We are pleased to be listing on AIM and are confident that the prevailing market conditions will deliver a wide range of potential opportunities. We look forward to updating the market in due course and delivering upon our stated aim; creating wealth for shareholders."

Enquiries:

KEY STATISTICS

INVESTMENT POLICY

The Company will look to achieve its investment strategy by taking an active approach to investments made within the following parameters:

Geographic focus: Initially the Company's focus will be investing in businesses headquartered in or operating principally in the United Kingdom.

Sector focus: The Company intends to focus on the wider household and consumer goods sector including retail and consumer brands.

Target companies: The Company will target companies with good market fundamentals in their specific segment which fit into the stated geographic and asset criteria guidelines and where the Directors believe there is the potential for material strategic, operational and performance improvement.

The Directors may also consider partnering with executive management teams with exceptional track records in its target sectors to manage one or more of its portfolio investments.

Types of investment and control of investments: It is anticipated that the Company will acquire and control one or more businesses or companies on a long-term basis. The Directors expect such entities to become wholly owned entities of the Group, but will consider taking majority stakes in businesses or companies if it believes it to be in the best interests of Shareholders to do so. The Board may issue new Ordinary Shares as acquisition consideration to vendors of assets, as appropriate.

Investment size: The Directors intend that initial funds raised pursuant to the Placing will be used for the purposes of funding operational expenses and to undertake due diligence on potential target acquisitions and to fund such transactions. It is envisaged that the Company's first investment will be in a company with an enterprise value anticipated to be not less than £20 million and not more than £100 million. An acquisition of this scale is likely to constitute a Reverse Takeover under the AIM Rules for Companies and completion would therefore be subject to the prior approval of Shareholders at a general meeting.

Nature of returns: It is anticipated that returns to Shareholders will be delivered through a combination of an appreciation in the Company's share price and, if appropriate, annual dividends paid out of retained earnings (following completion of an investment) as well as return of cash to shareholders following any disposal of assets or investments.

Any material change to the Investment Policy will be made only with the approval of shareholders.

In accordance with the AIM Rules for Companies, if the Company has not substantially implemented its Investment Policy within 18 months of Admission, the Company will either ask Shareholders to approve an orderly winding up of the Company and return of funds to Shareholders (after payment of expenses and liabilities of the Company), or alternatively it will seek Shareholder approval for its Investment Policy at each subsequent annual general meeting until such time as the Investment Policy has been substantially implemented.

BOARD OF DIRECTORS

Alexander Anton (Executive Chairman)

Mr Anton is currently a non-executive director of Victoria plc. In 2012 Mr Anton was instrumental in the recruitment of Geoff Wilding which led to the transformation of the FTSE listed minnow into an AIM business with a market value of c. £1 billion, delivering over 50x returns for investors between 2012 and 2018.

Previously Mr Anton was Chairman of the Queen's Club and led the complex members' buy-out of the club and business from the LTA for £35 million in 2007. Mr Anton is the founder of Legacy Portfolio, a business that provides solutions for corporate lease liability portfolios. In 2017, Mr Anton sought to change the board of Hornby plc which resulted in the takeover of the Company by its largest shareholder.

Benjamin Shaw (Executive Director)

Benjamin Shaw is currently a partner of Romana Capital LLP, (previously Marwyn International LLP) and a partner of Sealark LLP.

Mr Shaw has worked extensively in private equity and investment management. He was a co-founder of the Marwyn Group, based in London and Jersey, an award winning fund management and advisory

business that created a portfolio of listed businesses, developed in partnership with leading institutional investors.

During Mr Shaw's time at Marwyn, portfolio companies raised over £15 billion of funding through a combination of Marwyn's own capital and active co-investment program, delivering over 30 per cent. annual investment returns. Marwyn originated over 10 investment vehicles prior to Benjamin Shaw's departure, investing in partnership with experienced management teams across a range of sectors including automotive, computer software, media and entertainment, training, drug testing and laboratories, leisure, reinsurance, food and confectionary, construction and heavy aggregates, and completed the acquisition of over 50 businesses. Significant companies in the Marwyn portfolio in the period included Entertainment One plc (ETO), Advanced Computer Software plc (ASW) and Breedon Aggregates plc (BREE).

Mr Shaw has broad private and listed company board level experience.

Mark Farmiloe (Executive Director)

Mr Farmiloe is a qualified solicitor and has executed numerous public and private acquisitions, fundraisings and strategic reviews in a 15 year career, and has worked in a wide range of sectors including transport, retail, services and real estate in the UK and internationally.

Mr Farmiloe started his career at Jones Day where he primarily focused on public and private M&A. He subsequently worked at Gleacher Shacklock LLP as an investment banker. Mr Farmiloe has worked with Alexander Anton since 2016 and is a director of Legacy Portfolio. In 2017 he worked alongside Mr Anton to change the board of Hornby plc and encourage operational changes with a view to effecting a turnaround of the business. He is also a director of PetsLoveFresh, a premium fresh dog food company.

David Firth (Non-Executive Director)

David Firth is a non-executive director of Parity Group Plc, an IT services and consultancy business and is chairman of its remuneration and audit committees. He is also a non-executive director and audit committee chairman of Best of the Best plc, an organiser of weekly competitions to win cars and other luxury prizes.

Previously he was the finance director of Penna Consulting plc from 1999 to 2016. Mr Firth has held a number of board positions in public companies over the past 30 years across a various sectors including HR consultancy and recruitment, IT services, financial markets, motor retailing and advertising.