REG - DSW Capital PLC - Admission to AIM and First Day Of Dealings

DSW CapitalAnnouncement

16/12/2021 08:10

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RNS Number : 8009V  DSW Capital PLC  16 December 2021

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA, HONG KONG OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.  THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES ABSENT REGISTRATION UNDER THAT ACT OR AN AVAILABLE EXEMPTION
FROM IT. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

 

This announcement is not an admission document or a prospectus and does not
constitute or form part of, and should not be construed as, an offer of
securities for subscription or sale in any jurisdiction nor should it be
relied upon in connection with any contract or commitment whatsoever.
Investors should not subscribe for or purchase any securities referred to in
this announcement except in compliance with applicable securities laws and
regulations and on the basis of the information in DSW Capital plc's ("DSW
Capital" or "DSW" or the "Company") Admission Document dated 13 December 2021
(the "Admission Document") and any supplement thereto, intended to be
published by the Company, in connection with the proposed placing of new
ordinary shares of 0.25 pence each ("Ordinary Shares") and the proposed
admission of all of its Ordinary Shares to trading ("Admission") on the AIM
market ("AIM") of London Stock Exchange plc ("London Stock Exchange").

 

16 December 2021

DSW CAPITAL PLC

 

Admission to Trading on AIM and First Day Of Dealings

 

DSW Capital, a profitable, fast growing, mid-market, challenger professional
services network, is pleased to announce the Admission of its Ordinary Shares
to trading on AIM. Dealings will commence at 8.00 a.m. today, under the ticker
"DSW". The ISIN of the Ordinary Shares is GB00BNG9H550 and the SEDOL is
BNG9H55.

 

DSW Capital, owner of the Dow Schofield Watts brand, is a profitable, fast
growing, mid-market, challenger professional services network with a cash
generative business model and scalable platform for growth. Originally
established in 2002, by three KPMG alumni, DSW is one of the first platform
models disrupting the traditional model of accounting professional services
firms. DSW currently operates licensing arrangements with 19 licensee
businesses with 82 fee earners ("FEs"), across six offices in England and one
in Scotland. These trade primarily under the Dow Schofield Watts brand.

 

Shore Capital is acting as Nominated Adviser, Sole Bookrunner and Sole Broker
in relation to the Admission and Placing and will act as Nominated Adviser and
Sole Broker to the Company following Admission.

 

James Dow, Chief Executive of DSW Capital, commented:

 

"Joining AIM today is a momentous occasion for the whole of the DSW team and
our stakeholders. It will allow us to invest more readily in the expansion of
our Network and assist us in realising our vision to become the most
sought-after destination for ambitious, entrepreneurial professionals to start
and develop their own businesses. The UK accountancy marketplace is changing
rapidly. An increasingly onerous regulatory environment, combined with the
desire for lifestyle change driven by COVID-19, is a heady mix, which makes
DSW's model increasingly attractive to ambitious professionals, who want
autonomy, equality and opportunity and are seeking an alternative to the BIG
4.

 

"We look forward to life on the public markets, to the opportunities that
brings for all our licensees, partners and employees, and to reporting on our
progress, as we continue to challenge the traditional marketplace for
professional services in the UK."

 

Total voting rights

 

Following Admission, the total number of Ordinary Shares in issue will be
21,387,508  each with equal voting rights. The Company does not hold any
rights in treasury. The total voting rights figure can be used by Shareholders
as the denominator for the calculations by which they will determine whether
they are required to notify their interest in, or a change of their interest
in, the Company under the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority.

 

All defined terms used in this announcement have the meanings set out in the
Company's AIM Admission Document dated 13 December 2021, which is available on
the Company's website: https://dswcapital.com (https://dswcapital.com) .

 

For further information please contact:

 

 DSW Capital

 James Dow, Chief Executive Officer                                    Tel: +44 (0) 1928 378 029

 Nicole Burstow, Chief Financial Officer                               Tel: +44 (0) 1928 378 039

 Shore Capital (Nominated Adviser, Sole Bookrunner & Sole Broker)      Tel: +44 (0)20 7408 4090

 Hugh Morgan / James Thomas / John More

 Guy Wiehahn (Corporate Broking)

 Belvedere Communications

 Cat Valentine                                                         Tel: +44 (0) 7715 769 078

 Keeley Clarke                                                         Tel: +44 (0) 7967 816 525

                                                                       dsw@belvederepr.com (mailto:dswcapital@belvederepr.com)

 

About DSW Capital - https://dswcapital.com (https://dswcapital.com)

 

DSW Capital, owner of the Dow Schofield Watts brand, is a profitable, fast
growing, mid-market, challenger professional services network with a cash
generative business model and scalable platform for growth. Originally
established in 2002, by three KPMG alumni, DSW is one of the first platform
models disrupting the traditional model of accounting professional services
firms. DSW currently operates licensing arrangements with 19 licensee
businesses with 82 fee earners ("FEs"), across six offices in England and one
in Scotland. These trade primarily under the Dow Schofield Watts brand.

 

DSW's vision is for the DSW Network to become the most sought-after
destination for ambitious, entrepreneurial professionals to start and develop
their own businesses. Through a licensing model, DSW gives professionals the
autonomy and flexibility to fulfil their potential. Being part of the DSW
Network brings support benefits in recruitment, funding and infrastructure.
DSW's challenger model attracts experienced, senior professionals,
predominantly with a "Big 4" accounting firm background, who want to launch
their own businesses and recognise the value of the Dow Schofield Watts brand
and the synergies which come from being part of the DSW Network.

 

DSW aims to scale its agile model through organic growth, geographical
expansion, additional service lines and investing in "Break Outs" (existing
teams in larger firms). The Directors are targeting high margin,
complementary, niche service lines with a strong synergistic fit with the
existing DSW Network.

 

IMPORTANT INFORMATION

 

This announcement does not constitute, or form part of, any offer or
invitation to sell, allot or issue, or any solicitation of any offer to
purchase or subscribe for, any securities in the Company in any jurisdiction
nor shall it, or any part of it, or the fact of its distribution, form the
basis of, or be relied on in connection with or act as an inducement to enter
into, any contract or commitment therefore.

 

Recipients of this announcement who are considering subscribing for or
acquiring Ordinary Shares are reminded that any such acquisition or
subscription must be made only on the basis of the information contained in
the final Admission Document, which may be different from the information
contained in this announcement. No reliance may be placed, for any purpose
whatsoever, on the information or opinions contained in this announcement or
on its accuracy, fairness or completeness. To the fullest extent permitted by
applicable law or regulation, no undertaking, representation or warranty,
express or implied, is given by or on behalf of the Company, Shore Capital and
Corporate Limited and/or Shore Capital Stockbrokers Limited ("Shore Capital"),
or their respective parent or subsidiary undertakings or the subsidiary
undertakings of any such parent undertakings or any of their respective
directors, officers, partners, employees, agents, affiliates, representatives
or advisers or any other person as to the accuracy, sufficiency, completeness
or fairness of the information, opinions or beliefs contained in this
announcement and, save in the case of fraud, no responsibility or liability is
accepted by any of them for any errors, omissions or inaccuracies in such
information, opinions or beliefs or for any loss, cost or damage suffered or
incurred, howsoever arising, from any use, as a result of the reliance on, or
otherwise in connection with, this announcement. Shore Capital, which, in each
case, are authorised and regulated by the Financial Conduct Authority are
acting only for the Company in connection with the proposed Placing and
Admission and are not acting for or advising any other person, or treating any
other person as their respective client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to clients of
Shore Capital, or advice to any other person in relation to the matters
contained herein. Such persons should seek their own independent legal,
investment and tax advice as they see fit. Shore Capital's responsibilities,
as the Company's nominated adviser under the AIM Rules for Nominated Advisers
and AIM Rules for Companies will be owed solely to the London Stock Exchange
and not to the Company, to any of its directors or to any other person in
respect of a decision to subscribe for or otherwise acquire Ordinary Shares in
reliance on the Admission Document. No representation or warranty, express or
implied, is made by Shore Capital or the Company or their respective
affiliates as to any of its contents.

 

This announcement is only addressed to, and directed at, persons in member
states of the European Economic Area who are qualified investors ("Qualified
Investors") within the meaning of Article 2 (e) of the Prospectus Regulation
(EU) 2017/1129 ("Prospectus Regulation"). In the United Kingdom, this
announcement is addressed to and directed only at "qualified investors" within
the meaning of Article 2(e) of the Prospectus Regulation, as it forms part of
English law by virtue of the European Union (Withdrawal) Act 2018 (as amended)
and regulations made under that Act, who are (i) persons having professional
experience in matters relating to investments, i.e., investment professionals
within the meaning of Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "FPO"); (ii) high net-worth
companies, unincorporated associations and other bodies within the meaning of
Article 49 of the FPO; or (iii) persons to whom it is otherwise lawful to
communicate it (together, "relevant persons"). Any investment activity in
relation to the Placing is available only to and will be engaged in only with
(i) in the United Kingdom, relevant persons and (ii) in any member state of
the European Economic Area, Qualified Investors. It is not intended that this
announcement be distributed or passed on, directly or indirectly, to any other
class of person and under no circumstances should persons of any other
description rely on or act upon the contents of this announcement.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The Ordinary Shares
have not been and will not be registered under the US Securities Act of 1933,
as amended, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States. No securities commission or
similar authority in Canada has in any way passed on the merits of the
Ordinary Shares and any representation to the contrary is an offence. No
document in relation to the proposed Placing has been, or will be, lodged
with, or registered by, the Australian Securities and Investments Commission,
and no registration statement has been, or will be, filed with the Japanese
Ministry of Finance. Subject to certain exceptions, the Ordinary Shares may
not be, directly or indirectly, offered, sold, taken up, delivered or
transferred in or into or from any jurisdiction in which the same would be
unlawful or offered or sold to a person within such a jurisdiction.

 

Neither this announcement nor any copy of it may be (i) taken or transmitted
into or distributed, directly or indirectly, in the United States (within the
meaning of regulations made under the US Securities Act of 1933, as amended),
or (ii) taken or transmitted into, distributed, published, reproduced or
otherwise made available or disclosed in Canada, Australia, Japan, Hong Kong,
New Zealand or the Republic of South Africa or to any resident thereof, except
in compliance with applicable securities laws. Any failure to comply with
these restrictions may constitute a violation of the securities laws or other
laws of any such jurisdiction. The distribution of this announcement in other
jurisdictions may be restricted by law and the persons into whose possession
this announcement comes should inform themselves about, and observe, any such
restrictions.

 

Acquiring securities to which this announcement relates may expose an investor
to a significant risk of losing all of the amount invested. The value of
shares can decrease as well as increase. This announcement does not constitute
a recommendation concerning the Placing. Persons considering an investment in
such investments should consult an authorised person specialising in advising
on such investments.

 

This announcement contains certain statements that are, or may be, forward
looking statements with respect to the financial condition, results of
operations, business achievements and/or investment strategy of the Company.
Such forward looking statements are based on the Company's expectations of
external conditions and events, current business strategy and plans and the
other objectives of management for future operations and estimates and
projections of the Company's financial performance. Though the Company
believes these expectations to be reasonable at the date of this announcement,
they may prove to be erroneous. Forward looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, achievements or performance of the Group, or the industry in which
the Group operates, to be materially different from any future results,
achievements or performance expressed or implied by such forward looking
statements. Past performance cannot be relied upon as a guide to future
performance and should not be taken as a representation that trends or
activities underlying past performance will continue in the future.

 

Certain figures in this announcement, including financial information, have
been subject to rounding adjustments. Accordingly, in certain instances, the
sum or percentage change of the numbers contained in this announcement may not
conform exactly to the total figure given.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

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