Gordon Dadds : Completion of Squeeze-out

RNS Number : 2689S Gordon Dadds Group PLC 29 September 2017

Further to the announcements on 17 and 18 August 2017 that the Company has exercised the procedure under sections 974-991 of the Companies Act 2006 ("the Act") to acquire, on a compulsory basis, the balance of the Gordon Dadds Shares for which acceptances had not been received pursuant to the Offer by the Final Closing Date of 17 August 2017, the Company announces that it has completed such compulsory acquisition procedure.

In accordance with the provisions of the Act, 66,254 ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") will be issued to those Gordon Dadds Shareholders who have validly accepted the Offer prior to the expiry of the compulsory acquisition period and 63,220 Ordinary Shares will be allotted and issued to Culver Holdings Limited (previously Gordon Dadds Group Limited) to be held on trust for those Gordon Dadds Shareholders who have not validly accepted the Offer prior to the expiry of the compulsory acquisition period, until such time as they are transferred to such persons.

It is expected that 129,474 Ordinary Shares will be admitted to trading on AIM at 8.00 am on 5 October 2017 which Ordinary Shares will, when issued, rank pari passu with all other Ordinary Shares in issue.

On admission of the 129,474 Ordinary Shares to trading on AIM on 5 October 2017, the Company's issued share capital will comprise 28,597,310 Ordinary Shares in aggregate. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document published by the Company and dated 13 July 2017.

Adrian Biles, Chief Executive Officer Christopher Yates, Chief Financial Officer

John Llewellyn-Lloyd Ciaran Walsh

Newgate Communications

Adam Lloyd Lydia Thompson James Ash

Via Newgate

+44 (0) 20 7614 5900

+44 (0) 20 7680 6550

Email: gordondadds@newgatecom m s.com

Arden Partners, which is authorised and regulated in the UK by the FCA, is acting exclusively as nominated adviser and broker to the Company in relation to the matters referred to in this announcement ("Transactions") and no-one else and will not be responsible to anyone other than the Company for providing the protections offered to clients of Arden Partners nor for providing advice in relation to the Transactions.

NOTES:

Gordon Dadds Group plc is an acquisitive legal and professional services business headquartered in London with a significant back office and technology platform based in Cardiff. It operates through two distinct business channels, Gordon Dadds LLP and Prolegal Solicitors Limited, to integrate law firms seeking to gain scale in the UK.

Gordon Dadds LLP targets firms with annual fee income of £10m+.

Prolegal Solicitors Limited acquires and manages firms with £2m - £10m annual fee income. These firms retain their identity and culture and also benefit from the back-office technology platform used by Gordon Dadds which allows Prolegal to target law firms seeking an alternative solution to the regulatory and investment requirements of the UK legal market.

The Gordon Dadds model offers a number of advantages to target firms:

• Partners are not required to borrow to fund capital contributions and capital is built up over time out of profit share;

• Each partner receives as their profit share a percentage of his or her personal billings, allowing partners to achieve a significant uplift to what he or she might achieve in a traditional partnership practice;

• The Gordon Dadds model, with its clear division between management and back office on the one hand, and client acquisition and servicing on the other, allows partners to devote time to their respective practice areas; and

• Gordon Dadds Group plc's corporate structure enables partners to acquire and retain an enduring investment in the business through equity ownership.

Gordon Dadds LLP has been operating in this way since 2013, successfully integrating firms into its cost efficient platform.

Please visit www.gordondaddsgroup.com for more information.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

This information is provided by RNS

The company news service from the London Stock Exchange

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