Gordon Dadds : Schedule 1 - Work Group plc - RNS

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):

28,597,010 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:

41%

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

1. ANTICIPATED ACCOUNTING REFERENCE DATE

2. DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

3. DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

1. 31 March

2. 31 December 2016 for Work and 31 March 2017 for GDG

3. 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:

14 July 2017

NEW/ UPDATE:

NEW