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REG - AIM DSW Capital PLC - Schedule One Update - DSW Capital plc

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RNS Number : 3460V  AIM  13 December 2021

 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:
 DSW Capital plc ("DSW" or the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 7400 Daresbury Park

 Daresbury

 Warrington

 WA4 4BS

 COUNTRY OF INCORPORATION:
 England & Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 https://www.dswcapital.com/ (https://www.dswcapital.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:

 DSW is a challenger mid-market professional services business headquartered in
 the Northwest of England. DSW operates a licencing model and licences the DSW
 and associated brand names in return for a royalty based on a percentage of
 fee income.

 The DSW network currently employs 82 fee earners across England and
 Scotland.  DSW recruits highly skilled professionals (typically "Big 4"), in
 focused niches of expertise to run their own business and provide services to
 mid-market corporates, owner managers, private equity firms and high net worth
 individuals

 Trademark agreements are in place with all network businesses with some
 arrangements also including a profit share where DSW takes an equity stake in
 the licensee business.

 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):

 21,387,508 Ordinary Shares of 100 pence each ("Ordinary Shares").

 No restrictions on the transferability of the Ordinary Shares.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: £5 million

 Secondary offering on Admission: None

 Market capitalisation on Admission: £21.4 million

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 77.09% per cent.

 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:
 None

 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):

 Heather Louise Lauder, Independent Non-Executive Chair

 James Alexander Thomas Dow, Chief Executive Officer

 Nicole Jane Burstow, Chief Financial Officer

 Jillian Margaret Jones, Independent Non-Executive Director

 Jonathan Hugh Schofield, 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):

 The Company's current significant shareholders are:

Shareholder                               Percentage of Ordinary Shares as at date of this document  Anticipated percentage of Ordinary Share post-Admission
 James Dow & Beverley Dow                  18.4%                                                      14.5%
 Jonathan Schofield & Fiona Schofield      11.5%                                                      8.7%
 Mark Watts & Julie Watts                  18.4%                                                      14.0%
 Philip Price & Joanne Price               9.2%                                                       7.0%
 Andrew Dodd & Joanne Dodd                 9.2%                                                       7.0%
 Craig Richardson                          4.6%                                                       3.5%
 Canaccord Genuity Group Inc               Nil                                                        4.0%
 Susannah Dow                              4.6%                                                       3.5%
 Adam Dow                                  4.6%                                                       3.5%

 

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:
 None

 (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)         31 March

 (ii)        30 September 2021

 (iii)       30 September 2022 (in respect of annual report to 31 March
 2022)

 31 December 2022 (in respect of the half yearly report to 30 September 2022)

 30 September 2023 (in respect of the annual report to 31 March 2023)

 EXPECTED ADMISSION DATE:
 16 December 2021

 NAME AND ADDRESS OF NOMINATED ADVISER:
 Shore Capital and Corporate Limited

 Cassini House

 57 St James's Street

 London

 SW1A 1LD

 NAME AND ADDRESS OF BROKER:
 Shore Capital Stockbrokers Limited

 Cassini House

 57 St James's Street

 London

 SW1A 1LD

 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:

 Copies of the admission document will be available free of charge at the
 registered office of the Company at 7400 Daresbury Park, Daresbury,
 Warrington, WA4 4BS, during normal business hours on any day (except
 Saturdays, Sundays and public holidays) for one month from the date of
 Admission.

 The admission document will also be available at the Company's website
 www.dswcapital.com (http://www.dswcapital.com) from the date of Admission.

 The admission document will contain full details about the applicant and the
 admission of its securities.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 The Company has adopted the UK Corporate Governance Code, published by the UK
 Quoted Companies Alliance

 DATE OF NOTIFICATION:
 13 December 2021

 NEW/ UPDATE:
 Update

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

None

 

(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)         31 March

(ii)        30 September 2021

(iii)       30 September 2022 (in respect of annual report to 31 March
2022)

31 December 2022 (in respect of the half yearly report to 30 September 2022)

30 September 2023 (in respect of the annual report to 31 March 2023)

 

EXPECTED ADMISSION DATE:

16 December 2021

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Shore Capital and Corporate Limited

Cassini House

57 St James's Street

London

SW1A 1LD

 

NAME AND ADDRESS OF BROKER:

Shore Capital Stockbrokers Limited

Cassini House

57 St James's Street

London

SW1A 1LD

 

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:

 

Copies of the admission document will be available free of charge at the
registered office of the Company at 7400 Daresbury Park, Daresbury,
Warrington, WA4 4BS, during normal business hours on any day (except
Saturdays, Sundays and public holidays) for one month from the date of
Admission.

 

The admission document will also be available at the Company's website
www.dswcapital.com (http://www.dswcapital.com) from the date of Admission.

 

The admission document will contain full details about the applicant and the
admission of its securities.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Company has adopted the UK Corporate Governance Code, published by the UK
Quoted Companies Alliance

 

DATE OF NOTIFICATION:

13 December 2021

 

NEW/ UPDATE:

Update

 

 

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