REG - AIM TheWorks.co.uk PLC - Schedule One - TheWorks.co.uk plc

Works co ukAnnouncement

04/04/2024 12:30

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RNS Number : 3618J  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/ (https://corporate.theworks.co.uk/investors)
 investors (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        12,414,853                 19.86%

 Hudson Management Limited             6,461,000                  10.33%

 Mr Graeme Coulthard                   4,150,000                  6.64%

 Hargreaves Lansdown                   3,842,132                  6.15%

 Kelso Group Holdings plc              3,745,000                  5.99%

 Interactive Investor                  3,328,946                  5.33%

 Downing LLP                           2,800,000                  4.48%

 ADM Investor Services International   2,365,000                  3.78%

 Mrs Joanne Barraclough                1,905,582                  3.05%

 Killik Asset Management               1,813,606                  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
 (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
 (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.

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
(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
(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.

 

 

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