Gordon Dadds : Squeeze out of outstanding Gordon Dadds shares

RNS Number : 3237O Gordon Dadds Group PLC 17 August 2017

Following the announcement on 4 August 2017 that its offer for the entire issued share capital of Gordon Dadds had become unconditional in all respects having received valid acceptances pursuant to the Offer in respect of approximately

98.8 per cent in value and voting rights of Gordon Dadds, the Company has today exercised its rights under sections 974 to 991 of the Companies Act 2006 to compulsorily acquire all of the outstanding Gordon Dadds Shares in respect of which it has not already received valid acceptances pursuant to the Offer. The compulsory purchase will increase the number of ordinary shares of 1p in the capital of the Company in issue to 28,597,310.

Notwithstanding the implementation of the compulsory acquisition procedure under the Companies Act 2006, the Offer remains open for acceptances in the usual way pursuant to the Offer until 5pm on Thursday 17 August 2017. As at 5pm on 16 August 2017, further valid acceptances pursuant to the Offer were received by the Company, meaning that the Company has received in aggregate valid acceptances pursuant to the Offer in respect of approximately 99 per cent. in value and voting rights of Gordon Dadds.

Further copies of the Offer Document and the Form of Acceptance (and a form of indemnity for any lost or missing share certificate) may be obtained by contacting the Company's Registrars Computershare Investor Services PLC on 0370 707 1830. The helpline is open between 8.30 am and 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. These documents are also available to download from the Company's website www.gordondaddsgroup.com.

It is anticipated that the compulsory purchase procedure will have completed by 30 September 2017.

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.

Allenby Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser 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 Allenby Capital nor for providing advice in relation to the Transactions.

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 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.

Cairn, which is authorised and regulated in the UK by the FCA, is acting exclusively for Gordon Dadds as its Rule 3 adviser for the purposes of the Takeover Code and for no one else in connection with the Transactions and Cairn will not be responsible to anyone other than Gordon Dadds for providing the protections afforded to its clients or for providing advice in connection with the Transactions.

This announcement is for information purposes only and does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Offer is made solely pursuant to the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Gordon Dadds Shareholders are advised to read the formal documentation in relation to the Offer carefully.

This announcement does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United S tates. The New Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended ("US Securities Act"), or under the securities laws of any state or other jurisdiction of the United S tates, and, absent registration, may not be offered or sold in the United S tates except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United S tates. There will be no public offering of the New Ordinary Shares in the United States or elsewhere.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United S tates, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offer or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The distribution of this announcement and the offering or sale of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, or its advisers, agents or affiliates that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any applicable restrictions.

No representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company or by its advisers, affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. However, nothing in this announcement shall be effective to limit or exclude liability for fraud or which otherwise, by law or regulation, cannot be so limited or excluded.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such

restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared to comply with the requirements of the laws of England, the AIM Rules and the rules of the London S tock Exchange and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Offer will not be made, directly or indirectly, in or into, and will not be capable of acceptance in or from, Canada, Australia or Japan. In addition it is not currently intended that the Offer will be made, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United S tates and it is not currently intended that the Offer will be capable of acceptance by any such use, means, instrumentality or facility or from within the United S tates. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the United S tates, Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document in or into the United States, Canada, Australia or Japan.

This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Company or Gordon Dadds and certain plans and objectives of the Company or Gordon Dadds with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by the Company in light of its experience and its perception of historical trends, current conditions, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward- looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. the Company does not assume any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by the Panel, the Takeover Code or by applicable law.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward- looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this document.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward- looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

Other than in accordance with applicable legal and regulatory obligation, neither the Company nor any member of the Company's Group, nor Gordon Dadds nor any member of the Gordon Dadds Group nor any of their respective members, associates, directors, officers, employees, advisers or persons acting on their behalf, is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

Except as expressly provided in this announcement, no forward looking or other statements have been reviewed by the auditors of the Company or Gordon Dadds. All subsequent oral or written forward looking statements attributable to the Company or Gordon Dadds, any member of the Company's Group or the Gordon Dadds Group or any of their respective members, associates, directors, officers, employees, advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.gordondaddsgroup.comby no later than 12.00 noon on the Business Day following this announcement. Neither the contents ofwww.gordondaddsgroup.com, nor those of any other website accessible from hyperlinks on www.gordondaddsgroup.com, are incorporated into or formpart of this announcement.

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different places in this announcement may vary slightly and figures shown as totals in

certain tables may not be an arithmetic aggregation of the figures that precede them.

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.

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