Re-admission and First Day of Dealings

RNS Number : 0931N

Gordon Dadds Group PLC

04 August 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws on the basis of information contained in the admission document (as referred to below) in connection with the Placing and the re-admission of the Company's ordinary shares to trading on AIM, a market operated by the London Stock Exchange. Copies of the admission document are available from the Company's website at www.gordondaddsgroup.com.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

FOR IMMEDIATE RELEASE:  4 AUGUST 2017

Gordon Dadds Group Plc ("Gordon Dadds" or the "Company")

£20 million Placing; Re-Admission; Offer unconditional in all respects; First Day of Dealings

Gordon Dadds Group plc (AIM: GOR), an acquisitive London-based legal and professional services business, is pleased to announce:

·     the completion of a placing of new ordinary shares to raise £20 million ("Placing");

·     the admission today of its ordinary shares to trading on the AIM Market of the London Stock Exchange ("Admission");

·     its offer for the ordinary share capital of Gordon Dadds Group Limited (now re-named Culver Holdings Limited) having become unconditional in all respects.

·     the commencement of dealings in its ordinary shares under the ticker "GOR" and with the ISIN number GB00BZBY3Y09.

Arden Partners is acting as Nominated Adviser and Broker to the Company in relation to the Placing and Admission.

SUMMARY

·     Placing by Arden Partners of 14,284,714 new ordinary shares at 140 pence per share (the "Placing Price") with institutional investors

·     The Placing will raise gross proceeds of £20 million which will be used for acquisitions, working capital in support of anticipated future growth and repayment of debt

·     The number of shares in issue immediately after Admission will be 28,441,212  ordinary shares of 1p each ("Ordinary Shares"), giving the Enlarged Group a market capitalisation of approximately £40 million at the Placing Price

ABOUT GORDON DADDS

·     Gordon Dadds is an acquisitive London based legal and professional services business with a twin track consolidation model to integrate mid-market law firms under its Gordon Dadds LLP brand, and to acquire smaller firms who continue to trade under their own name via its Prolegal acquisition vehicle

·     Turnover for the financial year ended 31 March 2017 was £25m with £2m adjusted profit before tax

·     Gordon Dadds LLP has expanded revenues at a compound annual growth rate of 70.7 per cent since 2013

·     The UK legal services market is poised for increasing consolidation, especially in the Company's target market pool of £6.6bn of annual revenue - consisting of c1000 UK firms with annual revenues in the range of £2 million to £40 million

·     Gordon Dadds has a purpose built, sophisticated and fully integrated technology platform based in Cardiff, which has received £3.2m of investment since 2013 and is ready to incorporate future acquisitions

·     Gordon Dadds' strong management team has already successfully integrated 10 firms onto this cost-efficient platform

TOTAL VOTING RIGHTS

As announced earlier today, the Company confirms it has 28,441,212 Ordinary Shares in issue at the date of this announcement and the Company does not hold any shares in treasury.

The interests in Ordinary Shares of those Directors who have accepted the Offer are as follows at the date of this announcement:

Name	Interest in Ordinary Shares	% of issued Ordinary Shares at the date of this announcement
Anthony Edwards, Chairman	33,377	0.1
Adrian Biles, Chief Executive	7,602,542*	26.7
Christopher Yates, Finance Director	576,098	2.0
David Furst, Non-executive Director	22,251	0.1

*excluding Adrian Biles beneficial holding

OFFER REMAINS OPEN FOR ACCEPTANCES

Notwithstanding the fact that the Offer is now unconditional in all respects, it will remain open for acceptance until 5pm on Thursday 17 August 2017 ("Final Closing Date"), at which time it shall close.

As outlined in its announcement earlier today, the Company intends to exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act 2006 to acquire compulsorily the remaining 140,334 Gordon Dadds Shares in respect of which the Offer has not been accepted on the same terms as the Offer. This compulsory purchase will increase the number of Ordinary Shares in issue to 28,597,310, being the figure stated in the Admission Document and Offer Document.

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

In the interim period, the figure of 28,441,212  Ordinary Shares may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Adrian Biles, Chief Executive Officer, said:

"Today represents an important milestone for the enlarged Gordon Dadds Group. The UK legal services sector is highly fragmented and Gordon Dadds' proven consolidator model is uniquely positioned to take advantage of this significant market opportunity. We now have the necessary capital to support the Group's next stage of development which will enhance the Group's profile with clients and potential target firms.

I would like to thank everyone at the Gordon Dadds Group who has worked so hard to help the business reach its current position, and I look forward with confidence to the Group's ongoing success."

Unless otherwise defined herein, capitalized terms used in this announcement shall have the meaning given to them in the admission document published by the Company on 13 July 2017.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Gordon Dadds Group plc Adrian Biles, Chief Executive Officer Christopher Yates, Chief Financial Officer Brett Aubin, Chief Operating Officer	Via Newgate
Arden Partners Ciaran Walsh John Llewellyn-Lloyd	[phone]
Newgate Communications Adam Lloyd Lydia Thompson James Ash	[phone] Email: [e-mail]

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: 

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

Prolegal:

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.

Important notices

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 set out in this announcement  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 matters referred to in this announcement or the contents of this announcement, or any matter referred to herein.

Further information

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. 

This announcement does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States. 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 States, and, absent registration, may not be offered or sold in the United States 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 States.  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 States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing 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 Gordon Dadds, Arden Partners or their 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 Gordon Dadds and Arden Partners 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 Gordon Dadds, Arden Partners or by their 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 therefore 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.

Overseas jurisdictions

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 Stock 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.

Forward-looking statements

This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Gordon Dadds and certain plans and objectives of 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 Gordon Dadds 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. Gordon Dadds 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 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 Gordon Dadds. All subsequent oral or written forward looking statements attributable to Gordon Dadds, any member of 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. 

 

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