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Pin to quick picksTheworks.co.uk. Regulatory News (WRKS)

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Schedule One - TheWorks.co.uk plc

4 Apr 2024 12:30

RNS Number : 3618J
AIM
04 April 2024
 

 

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:

TheWorks.co.uk plc

 

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

Boldmere House

Faraday Avenue

Hams Hall Distribution Park

Coleshill

Birmingham

England, B46 1AL

 

COUNTRY OF INCORPORATION:

United Kingdom (England and Wales)

 

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

https://corporate.theworks.co.uk/investors

 

On the Company's admission to AIM ("Admission"), the above website address will contain all information required by AIM Rule 26.

 

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:

TheWorks.co.uk plc ("The Works" or the "Company") is one of the UK's leading multi-channel value retailers of books, arts and crafts, stationery, toys and games, offering customers a differentiated proposition as a value alternative to full price specialist retailers. The Company operates a network of approximately 520 stores in the UK & Ireland and an online store. The Company is currently listed on the Premium segment of the Official List of the Financial Conduct Authority and is admitted to trading on the Main Market for listed securities of the London Stock Exchange. The Company was incorporated in 2018. The Company's main country of operation is the UK.

 

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):

62,500,000 ordinary shares of 1 pence each ("Ordinary Shares").

 

As at the date of this Schedule One announcement, there are no Ordinary Shares held in treasury.

 

There are no restrictions as to the transferability of the Ordinary Shares.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital is being raised in connection with Admission.

 

Based on a share price of 26.05 pence per Ordinary Share as at close of business on the business day immediately prior to the date of this Schedule One announcement, the anticipated market capitalisation of the Company on Admission would be £16.3 million.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

The anticipated proportion of Ordinary Shares not in public hands on Admission is approximately 39.9%.

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

No application to any other Exchange or Trading Platform will be made.

 

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No

 

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):

Carolyn Jane Bradley ("Carolyn") (Chair and Independent Non-Executive Director)

Catherine Janet Glickman ("Catherine") (Independent Non-Executive Director)

Harry Michael Charles Morley ("Harry") (Senior Independent Non-Executive Director)

Gavin Lee Peck ("Gavin") (Chief Executive Officer)

Rosalind Nansi Fordham ("Rosie") (Chief Financial Officer)

John Howard Goold ("John") (Non-Executive Director)

Mark Adrian Kirkland ("Mark") (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):

 

So far as the Company is aware, the significant shareholders of the Company as at 3 April 2024 and their respective interests in the Company's share capital both prior to and on Admission are:

 

Name

Number of Ordinary Shares

Percentage of Issued Share Capital Before and After Admission

Schroder Investment Management

Hudson Management Limited

Mr Graeme Coulthard

Hargreaves Lansdown

Kelso Group Holdings plc

Interactive Investor

Downing LLP

ADM Investor Services International

Mrs Joanne Barraclough

Killik Asset Management

 

12,414,853

6,461,000

4,150,000

3,842,132

3,745,000

3,328,946

2,800,000

2,365,000

1,905,582

1,813,606

19.86%

10.33%

6.64%

6.15%

5.99%

5.33%

4.48%

3.78%

3.05%

2.90%

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

taxpartner Limited

Evelyn Partners LLP

Kelso Group Holdings plc

PricewaterhouseCoopers LLP

Ernst & Young LLP

 

(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) 30 April

 

(ii) Not Applicable - Existing issuer transferring to AIM from the Official List

 

(iii) 5 November 2024 (Annual results for the 53 weeks ended 5 May 2024)

27 January 2025 (Interim results for the 26 weeks ended 3 November 2024)

27 October 2025 (Annual results for the 52 weeks ended 4 May 2025)

 

EXPECTED ADMISSION DATE:

3 May 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Singer Capital Markets Advisory LLP

One, Bartholomew Lane

London

England, EC2N 2AX

 

NAME AND ADDRESS OF BROKER:

Singer Capital Markets Securities Limited

One, Bartholomew Lane

London

England, EC2N 2AX

 

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:

Not Applicable - Applicant is a quoted applicant.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Quoted Companies Alliance Corporate Governance Code

 

DATE OF NOTIFICATION:

4 April 2024

 

NEW/ UPDATE:

New

 

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

Premium listing segment of the Official List, trading on the London Stock Exchange's Main Market for listed securities.

 

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

19 July 2018

 

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

The Company confirms, following due and careful enquiry, that it has adhered to all legal and regulatory requirements applicable to companies whose securities are admitted to listing on the Financial Conduct Authority's Official List and to trading on the London Stock Exchange's Main Market for listed securities.

 

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

https://corporate.theworks.co.uk/investors

 

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The Company's purpose is to inspire reading, learning, creativity and play - making lives more fulfilled, with an ambition to become one of the most loved retailers in the UK. The Company's better, not just bigger strategy focuses on four strategic pillars:

 

1. Develop the brand and increase customer engagement - Through the brand and customer offer the Company wants to reach more customers and improve the external view of The Works.

 

2. Enhance the online proposition - Increase awareness of the Company's website and make it an inspiring destination for customers by improving the customer journey and making it easy to use, inspiring and engaging.

 

3. Optimise the Company's store estate - Aim to create a store environment that can inspire customers and reflects the communities they serve.

 

4. Drive operational improvements - Aspire to improve ways of working to become a better and more modern retailer and operate efficiently and in a cost-effective way.

 

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save as disclosed in: (i) the interim results for the financial period ended 29 October 2023 issued on 18 January 2024 (ii) the Delisting and Notice of General Meeting announcement issued on 19 March 2024 (iii) the Company's Delisting and Notice of General Meeting circular issued on 19 March 2024 and (iv) this Schedule One Announcement, there has been no significant change in the financial or trading position of the Company since 30 April 2023, being the end of the last financial period for which audited financial statements have been published.

 

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to the Company or the Group will be insufficient for at least 12 months from the date of its admission to AIM.

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

Not Applicable.

 

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will continue to be through the Euroclear System for dealings in ordinary shares held in uncertificated form. Ordinary shares can also be dealt with in certificated form.

 

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

https://corporate.theworks.co.uk/investors

 

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Information is contained within the Appendix to this Schedule One announcement, available on the Company's website at https://corporate.theworks.co.uk/investors.

 

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

https://corporate.theworks.co.uk/investors/results-reports-and-presentations/

 

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 

As at the date of this Schedule One announcement, there are no ordinary shares held in treasury.

 

 

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END
 
 
PAABBGDSIGGDGSS
Date   Source Headline
4th Apr 202412:30 pmRNSSchedule One - TheWorks.co.uk plc
4th Apr 20249:51 amRNSResults of the General Meeting
19th Mar 202411:07 amRNSProposed Delisting, Admission to AIM, Notice of GM
12th Mar 202410:33 amRNSTR-1: Notification of major holdings
16th Feb 20247:00 amRNSDirector/PDMR Shareholding
14th Feb 20247:00 amRNSAppointment of Non-Executive Directors
13th Feb 202412:49 pmRNSTR-1: Notification of major holdings
18th Jan 20247:00 amRNSFY24 Interim Results and Christmas Trading Update
9th Nov 20237:00 amRNSHalf-Year Trading Update
8th Nov 202310:24 amRNSTR-1: Notification of major holdings
30th Oct 20232:00 pmRNSTR-1: Notification of major holdings
16th Oct 20233:59 pmRNSDirector/PDMR Shareholding
10th Oct 202310:42 amRNSDirector/PDMR Shareholding
4th Oct 202310:03 amRNSResults of the Annual General Meeting
2nd Oct 202310:51 amRNSAGM – Update on Proxy Votes
28th Sep 20235:04 pmRNSDirector/PDMR Shareholding
27th Sep 20239:52 amRNSTR-1: Notification of major holdings
26th Sep 20237:21 amRNSTR-1: Notification of major holdings
21st Sep 20233:19 pmRNSNotice of Companies House filing
8th Sep 20233:41 pmRNSNotice of the AGM
31st Aug 20237:33 amRNSPublication of Annual Financial Report
30th Aug 20239:49 amRNSCorrection to CFO succession announcement
30th Aug 20237:00 amRNSCFO succession
30th Aug 20237:00 amRNSPreliminary results - 52 weeks ended 30 April 2023
15th Aug 20237:12 amRNSDirector Declaration
27th Jul 20232:40 pmRNSFurther change to date of FY23 preliminary results
14th Jul 20237:00 amRNSChange to date of FY23 results announcement
27th Jun 202312:03 pmRNSTR-1: Notification of major holdings
26th Jun 20231:33 pmRNSTR-1: Notification of major holdings
23rd May 20233:42 pmRNSTR-1: Notification of major holdings
19th May 20239:56 amRNSTR-1: Notification of major holdings
18th May 20237:00 amRNSFull Year Trading Update
30th Jan 20231:48 pmRNSTR-1: Notification of major holdings
24th Jan 202310:32 amRNSTR-1: Notification of major holdings
20th Jan 20237:00 amRNSInterim results for the 26 weeks ended 30 Oct 2022
16th Jan 202311:31 amRNSTR-1: Notification of major holdings
13th Jan 202312:19 pmRNSTR-1: Notification of major holdings
9th Jan 202311:02 amRNSTR-1: Notification of major holdings
3rd Jan 202310:47 amRNSTR-1: Notification of major holdings
6th Dec 20222:07 pmRNSTR-1: Notification of major holdings
21st Nov 202212:41 pmRNSDirector/PDMR Shareholding
18th Nov 20221:39 pmRNSCorrection: Half-Year Trading Update
14th Nov 202211:21 amRNSTR-1: Notification of major holdings
11th Nov 20227:00 amRNSHalf-Year Trading Update
7th Nov 20221:00 pmRNSDirector/PDMR Shareholding
4th Nov 202211:14 amRNSTR-1: Notification of major holdings
4th Nov 202210:54 amRNSTR-1: Notification of major holdings
31st Oct 20226:22 pmRNSTR-1: Notification of major holdings
27th Oct 202210:33 amRNSResults of the Annual General Meeting
25th Oct 202212:52 pmRNSTR-1: Notification of major holdings

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