Schedule One - TheWorks.co.uk plc

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.

 

END