TIDMWORK
RNS Number : 9204K
Work Group plc
12 July 2017
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR AUSTRALIA, OR TO BE TRANSMITTTED OR DISTRIBUTED TO, OR
SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
12 July 2017
RECOMMED OFFER
by
WORK GROUP PLC
for
GORDON DADDS GROUP LIMITED
The board of Directors of Work Group plc ("Work Group" or the
"Company") is pleased to announce that it has reached agreement
with the board of Gordon Dadds Group Limited ("Gordon Dadds"), an
acquisitive London based law firm, on the terms of a proposed
recommended all share offer for the entire issued and to be issued
share capital of Gordon Dadds ("Offer").
Highlights
-- Under the terms of the Offer, Gordon Dadds Shareholders will be entitled to receive:
for each Gordon Dadds Share 1.11258 New Ordinary Shares
-- The Offer values the whole of the issued and to be issued
ordinary share capital of Gordon Dadds at approximately GBP18.8
million. Accordingly, the allotment of the Offer Shares to
accepting Gordon Dadds Shareholders is being made at a deemed price
of 140 pence per New Ordinary Share (4.375 pence per share on a
pre-Capital Reorganisation basis), valuing each Gordon Dadds share
at approximately 156 pence.
-- The Company has conditionally raised GBP20 million via the
Placing of 14,285,714 New Ordinary Shares at a price of 140 pence
per share (4.375 pence per share on a pre-consolidation basis). The
net proceeds of the Placing are expected to be approximately
GBP17.9 million which will be used to repay borrowings and to fund
further acquisitions and the working capital requirements of the
Enlarged Group.
-- The Gordon Dadds Directors, who have been so advised by Cairn
as to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. Accordingly, the Gordon Dadds
Directors recommend unanimously that Gordon Dadds Shareholders
accept the Offer, as they intend to do in respect of their own
beneficial holdings in Gordon Dadds. In providing advice to the
Gordon Dadds Directors, Cairn has taken into account the commercial
assessments of the Gordon Dadds Directors. Cairn is providing
independent financial advice to the Gordon Dadds Directors for the
purposes of Rule 3 of the Takeover Code.
-- Each of the Gordon Dadds Directors has given irrevocable
undertakings to accept the Offer in respect of their registered
holdings in Gordon Dadds Shares amounting in aggregate to a total
of 8,667,100 Gordon Dadds Shares, representing approximately 71.87
per cent. of the Gordon Dadds Issued Share Capital.
-- In addition, irrevocable undertakings to accept the Offer
have been received from other Gordon Dadds Shareholders in respect
of 1,866,251 Gordon Dadds Shares, representing approximately 15.5
per cent. of Gordon Dadds' existing Issued Share Capital.
Therefore, in total irrevocable undertakings to accept the Offer
have been received from Gordon Dadds Shareholders in respect of
10,533,351 Gordon Dadds Shares, representing approximately 87.3 per
cent. of Gordon Dadds' existing issued share capital.
-- If the Offer becomes or is declared unconditional the
Acquisition will constitute a reverse takeover under the AIM Rules
and will also give rise to an obligation on the part of the Gordon
Dadds Concert Party to make a mandatory offer for the share capital
of the Company pursuant to Rule 9 of the Takeover Code.
Accordingly, the Offer is conditional on, inter alia, receiving the
approval of Shareholders to a reverse takeover under the AIM Rules
and a waiver of the obligations of the Concert Party to make a
mandatory offer for the Company pursuant to Rule 9.
-- The Company proposes a reorganisation of its existing
ordinary share capital by consolidating and sub-dividing every 32
Existing Ordinary Shares into 1 New Ordinary Share of 1p each and 1
deferred share of 63p each.
-- The Company proposes a capital reduction by the cancellation
of its share premium account and cancellation of the Deferred
Shares created by the Capital Reorganisation.
-- The Company proposes a change of name to Gordon Dadds Group plc.
-- The Company is seeking Shareholder approval to grant the
Directors authority to issue and allot New Ordinary Shares for the
purposes of, inter alia, the Acquisition, the Placing and the Share
Scheme and to dis-apply statutory pre-emption rights for the
purposes of, inter alia, the Placing and the Share Scheme.
-- The Work Group Board will send notice to shareholders in due
course to convene a general meeting of the Company at which
resolutions will be put to Shareholders to approve the proposals
outlined above.
-- Subject to the Offer becoming or being declared unconditional
in all respects and to the passing of the Resolutions, the Board
proposes to seek the admission of the Enlarged Share Capital to
trading on AIM. If the Resolutions are duly passed at the General
Meeting, the Company's trading facility on AIM in respect of the
Existing Ordinary Shares will be cancelled and the Company will
apply for the Enlarged Share Capital to be admitted to trading on
AIM.
-- An Offer Document will be published shortly and sent to
Gordon Dadds shareholders, along with an AIM Admission Document and
a Circular to convene the General Meeting of Work Group, which will
also be sent to Work Group Shareholders.
Approvals, timetable and Offer document
The Offer is subject to a number of Conditions, further details
of which are set out in Appendix I to this announcement.
The Offer is proposed to be implemented by means of a Takeover
Offer. Work Group reserves the right to implement the Offer by way
of a Scheme or a by way of a Merger.
The Offer is expected to complete within two months of the date
of this announcement subject to the Conditions being satisfied.
The Offer, will be made solely pursuant to the Offer Document
which will contain the full terms and conditions of the Offer,
including details of how to accept the Offer.
The Offer Document, containing further information about the
Offer, together with Forms of Acceptance, will be posted to Gordon
Dadds Shareholders as soon as reasonably practicable. A further
announcement will be made in this regard.
Commenting on the Offer, Simon Howard, Chief Executive of Work
Group, said:
"Having evaluated a number of proposals the Existing Directors
believe that Gordon Dadds' operations are compatible with the
Company's investing policy and will be value enhancing for
Shareholders.
"The Directors believe that the Enlarged Group will benefit from
the significant opportunity presented by the UK legal services
market."
Commenting on the Offer, Adrian Biles, Managing Director of
Gordon Dadds, said:
"The board of Gordon Dadds is very pleased to have reached
agreement on the terms of a proposed recommended offer by Work
Group. There is a significant opportunity to create a substantial
legal practice in the UK and the proven Gordon Dadds' business
model is uniquely placed to be a major consolidator in this
fragmented market. Through the Gordon Dadds and Prolegal business
units, the Group will provide an attractive platform for legal
practices to gain the necessary scale to compete in the current
market environment.
"The admission to AIM will provide the necessary capital for the
Group's next phase of development and will also serve to enhance
the Group's profile with clients and potential acquisition targets.
We have a clear strategy for creating a strong, fast growing
business and we look forward to delivering value to our
shareholders and partners."
Definitions and sources of information
The sources and bases of information contained in this
announcement are set out in Appendix III to this announcement and
the definitions of certain expressions used in this announcement
are set out in Appendix IV to this announcement.
Enquiries
Work Group plc +44 (0)20 3700
Simon Howard, Chief Executive 9211
----------------------------------- ----------------
Allenby Capital Ltd, Financial
Adviser to Work Group +44 (0)20 3328
Jeremy Porter / James Thomas 5656
----------------------------------- ----------------
Arden Partners, Nominated Adviser
and Broker to Work Group
John Llewelyn-Lloyd / Ciaran +44 (0)20 7614
Walsh 5900
----------------------------------- ----------------
Gordon Dadds +44 (0)20 7759
Adrian Biles, Managing Director 1559
----------------------------------- ----------------
Cairn Financial Advisers, Rule
3 Adviser to Gordon Dadds +44 (0)20 7213
Sandy Jamieson / Liam Murray 0880
----------------------------------- ----------------
Newgate Communications, PR
Adviser to Gordon Dadds +44 (0)20 7680
Bob Huxford 6550
----------------------------------- ----------------
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. The
Offer, if made, will be made solely pursuant to the Offer Document
which will contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Gordon Dadds
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been despatched.
This announcement (including the Appendices) does not constitute
or form part of any offer or any solicitation to purchase or
subscribe for securities in the United States. The Placing 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 Placing Shares in the United States or
elsewhere.
The Placing 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 Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by Work Group, Allenby Capital or
their agents or affiliates that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by Work
Group, Allenby Capital 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 Work Group, Allenby Capital 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 and the Cayman Islands, 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.
The Offer will not be made, directly or indirectly, in or into,
and will not be capable of acceptance in or from, Canada, Australia
or Japan. In addition it is not currently intended that the Offer
will be made, directly or indirectly, in or into, or by use of
mails or any means or instrumentality (including, without
limitation, facsimile transmission, telephone or internet) of
interstate or foreign commerce of, or any facilities of a national
securities exchange of, the United States and it is not currently
intended that the Offer will be capable of acceptance by any such
use, means, instrumentality or facility or from within the United
States. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in
or into or from the United States, Canada, Australia or Japan.
Custodians, nominees and trustees should observe these restrictions
and should not send or distribute the document in or into the
United States, Canada, Australia or Japan.
Important notices
Allenby Capital, which is authorised and regulated in the UK by
the FCA, is acting exclusively as financial adviser to Work Group
in relation to the Transaction and no-one else and will not be
responsible to anyone other than Work Group for providing the
protections offered to clients of Allenby Capital nor for providing
advice in relation to the Transaction or the contents of this
announcement, or any matter referred to herein.
Cairn, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Gordon Dadds as its Rule 3 adviser for the purposes of the Takeover
Code and for no one else in connection with the subject matter of
this announcement and Cairn will not be responsible to anyone other
than Gordon Dadds for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement.
The Work Group Directors accept responsibility for the
information contained in this announcement, other than the
information for which responsibility is taken by the Gordon Dadds
Directors pursuant to the paragraph immediately below. To the best
of the knowledge and belief of the Work Group Directors (who have
taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Gordon Dadds Directors accept responsibility for the
information contained in this announcement relating to Gordon
Dadds, themselves, their respective immediate families, related
trusts and connected persons and the recommendations and opinions
of the Gordon Dadds Directors relating to the Offer contained in
this announcement. To the best of the knowledge and belief of the
Gordon Dadds Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Forward-looking statements
This document may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of Work Group or Gordon Dadds and certain plans and
objectives of Work Group 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 Work Group 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. Work Group 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 Work Group nor any member of the Work Group,
nor Gordon Dadds nor any member of the Gordon Dadds 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
Work Group or Gordon Dadds. All subsequent oral or written forward
looking statements attributable to Work Group or Gordon Dadds, any
member of the Work Group or the Gordon Dadds 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.
No profit forecast
No statement in this announcement is intended as a profit
forecast or profit estimate for any period. No statement in this
announcement should be interpreted to mean that earnings per Gordon
Dadds Share or earnings per Work Group Share for the current or
future financial years would necessarily match or exceed the
historical published earnings per Gordon Dadds Share or earnings
per Work Group Share.
Application of the Takeover Code
Whilst Gordon Dadds is a private limited company, the Takeover
Code applies to it because it was admitted to trading on the Main
Market within the last ten years (under the name of Culver Holdings
plc).
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the website of Work Group and
Gordon Dadds at www.workgroupplc.com and www.gordondaddsgroup.com
by no later than 12 noon (London time) on the business day
following this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different places in this
announcement may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures
that precede them.
Contents of this announcement
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom,
or, if not, from another appropriately authorised independent
financial adviser.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR AUSTRALIA, OR TO BE TRANSMITTTED OR DISTRIBUTED TO, OR
SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
12 July 2017
RECOMMED OFFER
by
WORK GROUP PLC
for
GORDON DADDS GROUP LIMITED
1. Introduction
The boards of Work Group and Gordon Dadds are pleased to
announce they have reached agreement on the terms of a recommended
share offer to be made by Work Group to acquire the entire issued
and to be issued ordinary share capital of Gordon Dadds.
Work Group has received irrevocable undertakings to accept the
Offer in respect of 10,533,351 Gordon Dadds Shares representing, in
aggregate, approximately 87.3 per cent. of the Gordon Dadds Issued
Share Capital.
Statements made or referred to in this letter concerning Work
Group's reasons for the Offer reflect the views of the Work Group
Board. Statements made or referred to in this letter concerning the
background to and reasons for the Gordon Dadds Directors
recommending the Offer reflect the views of the Gordon Dadds
Directors.
The attention of readers is drawn to the Offer Document,
Admission Document and the Circular that will be published as soon
as reasonably practicable, which contain detailed information about
Gordon Dadds, Work Group and the background to and reasons for the
Offer.
The sources and bases of information contained in this
announcement are set out in Appendix III to this announcement and
the definitions of certain expressions used in this announcement
are set out in Appendix IV to this announcement.
2. The Offer
Under the terms of the Offer, Gordon Dadds Shareholders will be
entitled to receive:
for each Gordon Dadds Share: 1.11258 New Ordinary Shares
The Offer values the whole of the issued and to be issued
ordinary share capital of Gordon Dadds at approximately GBP18.8
million Accordingly, the allotment of the Offer Shares to accepting
Gordon Dadds Shareholders is being made at a deemed price of 140
pence per New Ordinary Share (4.375 pence per share on a
pre-Capital Reorganisation basis), valuing each Gordon Dadds share
at approximately 156 pence. The Offer values the Gordon Dadds
Shares so that the share capital of Work Group as enlarged by the
Offer but before the Placing as between Work Group Shareholders and
Gordon Dadds Shareholders (assuming acceptance in full of the
Offer) in the ratio of 1:15.
Fractions of New Ordinary Shares will not be allotted or issued
to accepting Gordon Dadds Shareholders. All fractional entitlements
to New Ordinary Shares will instead be aggregated and sold in the
market as soon as practicable and the net proceeds of sale for any
individual entitlements of less than GBP3 will be retained for the
benefit of the Enlarged Group.
Assuming the Offer is successful and all Gordon Dadds
Shareholders accept the Offer, Gordon Dadds will become a wholly
owned subsidiary of Work Group and Gordon Dadds Shareholders will
own 46.92 per cent. of the Enlarged Share Capital after completion
of the Placing.
The Offer will remain open for acceptance, subject to the
provisions of Appendix I to this announcement and the terms of the
Offer Document, until 5.00 p.m. on the 21(st) day after the date of
publication of the Offer Document or (if that day is a Saturday,
Sunday or a public holiday) on the next succeeding business
day.
The Offer will extend to all Gordon Dadds Shares unconditionally
allotted or issued and fully paid on the date of the Offer and any
Gordon Dadds Shares which are unconditionally allotted or issued
and fully paid whilst the Offer remains open for acceptance or by
such earlier date as Work Group may decide, subject to the Takeover
Code, and not being earlier than the date on which the Offer
becomes or is declared unconditional as to acceptances.
The Offer Shares will be issued fully paid and free from all
liens, charges, equitable interests, encumbrances and rights of
pre-emption and any other interests of any nature whatsoever and
will rank in full for all dividends and other distributions, if
any, declared, made or paid after the date of this announcement and
otherwise shall rank pari passu with the New Ordinary Shares.
The Offer is conditional on the matters set out in paragraph 4
below, including, inter alia, approval of the Acquisition by Work
Group Shareholders.
3. Irrevocable undertakings
Work Group has received irrevocable undertakings to accept the
Offer, from those Gordon Dadds Directors who are also Gordon Dadds
Shareholders and other Gordon Dadds Shareholders in respect of a
total of 10,533,351 Gordon Dadds Shares, representing approximately
87.3 per cent. of the Gordon Dadds Issued Share Capital. Each of
these irrevocable undertakings is binding in all circumstances
(including in the event of a higher offer).
Further details of the irrevocable undertakings received by Work
Group are set out in Appendix IV.
4. Reverse takeover and other matters
The Acquisition would constitute a reverse takeover of Work
Group under the AIM Rules, because of the size of Gordon Dadds in
relation to Work Group, and therefore the approval of Work Group
Shareholders for, inter alia, the Acquisition is required. Work
Group Shareholder approval will be sought for the Acquisition, and
in respect of a number of other matters upon which the Acquisition
is conditional, at the General Meeting. In particular, Work Group
will be seeking the approval of Work Group Shareholders of a waiver
granted by the Panel of any obligation on the part of the Concert
Party to make a general offer to Work Group Shareholders under Rule
9 of the Takeover Code which would otherwise arise by reason of the
Concert Party's shareholding in Work Group upon the completion of
the Acquisition.
In addition, in accordance with the AIM Rules on reverse
takeovers, Work Group is required to apply for re-admission to
trading on AIM of the Enlarged Share Capital. Accordingly, Work
Group will publishe an Admission Document in respect of the
proposed admission of the Enlarged Share Capital to trading on AIM.
Application will be made to the London Stock Exchange for the
Enlarged Share Capital to be admitted to trading on AIM, subject to
Work Group Shareholders approving the Core Resolutions at the
General Meeting.
In addition, Work Group has conditionally raised GBP20 million
via the Placing through the proposed issue of the Placing Shares at
a price of 140 pence per share (4.375 pence per share on a
pre-Capital Reorganisation basis). The net proceeds of the Placing
will be approximately GBP17.9 million, which will be used to repay
borrowings; to fund further acquisitions; and as working capital to
support the roll-out and integration of such acquisitions; and to
enable the Enlarged Group to maintain a strong balance sheet as
explained in paragraph 10 below.
5. Background to and reasons for Offer
Under the AIM Rules Work Group is an investing company. Work
Group's investing policy for the purposes of the AIM Rules is to
invest in and/or make an acquisition in the support and business
services sectors in which the Work Group Board believes there are
opportunities for growth which, if achieved, will be earnings
enhancing for Work Group Shareholders.
The Work Group Directors believe that the Enlarged Group will
benefit from Gordon Dadds' tailor-made professional services back
office platform, which has received over GBP3.2 million of
investment since 2013, as well as its strong management team, track
record of acquisitions and successful integration of
businesses.
The Work Group Directors consider that the acquisition of Gordon
Dadds would be consistent with the Company's aim of making
investments within the support and business services sector and
should be value-enhancing for shareholders. They believe that
Gordon Dadds has many opportunities for growth, both organically
and through acquisition.
Work Group has been in discussions with Gordon Dadds for a
number of months and has conducted extensive due diligence and
believes that the Acquisition will provide significant added value
over Work Group's bare cash value and is a preferable option for
Work Group Shareholders to conducting an orderly liquidation of
Work Group.
6. Information on Work Group
Work Group obtained approval from Work Group shareholders at a
general meeting on 29 December 2015 for its investing policy and
subsequently completed the disposal of its operating assets after
the completion accounts were finalised on 30 December 2016.
On 16 December 2016, Work Group announced that it had requested
a suspension from trading on AIM pending the publication of an
Admission Document for a reverse takeover. As Work Group has not
substantially implemented its investing policy within a year of
becoming an investing company under the AIM Rules, the Existing
Ordinary Shares remain suspended from trading on AIM.
7. Current trading and prospects of Work Group
Work Group is currently an investing company and has no trading
activities. Its audited annual results for the year ended 31
December 2016 were announced on 28 June 2017 and showed net assets
of GBP0.3 million at the year end. Since 31 December 2016, Work
Group has incurred expenditure in line with the Existing Directors'
expectations.
8. Information on Gordon Dadds
Gordon Dadds is the ultimate holding company of Gordon Dadds
LLP, an acquisitive law firm, and a group of other complementary
businesses including Prolegal, a vehicle for acquiring and managing
smaller law firms. Currently, there are more than 140 solicitors at
Gordon Dadds LLP, designated as partners, associates, assistants or
consultants. It is expected to be a top-100 law firm in the UK by
turnover in 2017.
In its financial year ended 31 March 2017, Gordon Dadds had
turnover of approximately GBP25 million and adjusted profit before
tax of approximately GBP2 million.
The Directors believe that there is significant opportunity for
consolidation within the UK legal services market in both the
high-end advisory space through Gordon Dadds and the smaller,
independent firms sector through the Prolegal model.
Gordon Dadds LLP has been exploiting this opportunity since
2013. It has spent GBP3.2 million building a tailor-made
professional service back-office platform. Gordon Dadds' strong
management team has already successfully integrated 10 firms onto
this cost-efficient platform, all now trading under the Gordon
Dadds brand. The Directors believe that there is an opportunity to
continue to acquire and integrate other larger, high-end firms in
the same way.
Smaller firms will be acquired by Gordon Dadds' subsidiary,
Prolegal, and will be taken on to the platform in the same way as
larger firms, but will continue to trade under their own names.
Prolegal has recently made its first acquisition of a GBP1.6m
revenue firm based in Wandsworth.
9. Future intentions with regards to the business, management,
employees and locations of Gordon Dadds and the Enlarged Group
The Work Group Directors believe that there is significant scope
for expansion of Gordon Dadds as a professional services group
founded on its existing management skills and experience and using
its tailor-made technology platform.
On Admission, Adrian Biles will become the Enlarged Group's CEO,
Christopher Yates its Finance Director, Anthony Edwards its
Non-Executive Chairman and David Furst a non-executive director,
Keith Cameron will leave the Work Group Board immediately before
Admission and Simon Howard will step down as Chairman and as an
employee but will remain on the Work Group Board as a non-executive
director from Admission.
Work Group attaches great importance to the skills, expertise
and knowledge of the existing management, consultants and employees
of Gordon Dadds and, assuming that the Offer becomes unconditional,
envisages both that operations will continue from Gordon Dadds'
head office under its existing management structure and that the
ongoing development and expansion of the business will be
implemented under the leadership of its current CEO, Adrian Biles.
Work Group considers that its strategic plans for Gordon Dadds will
have no repercussions on employment or the location of Gordon Dadds
places of business. Work Group has no intention to redeploy any
material fixed assets of Gordon Dadds as a consequence of the
Offer.
Work Group confirms that if the Offer is declared unconditional
in all respects, it intends to safeguard fully the existing
employment and pension rights of all Gordon Dadds' management,
consultants and employees in accordance with applicable law and to
comply with Gordon Dadds' pension obligations for existing
employees and members of Gordon Dadds' pension scheme.
Work Group currently has only one employee, Simon Howard, who is
currently employed as the Executive Chairman of the Company. Gordon
Dadds' offices at 6 Agar Street, London WC2N 4HN will become the
place of employment of Simon Howard on completion of the
Acquisition, albeit he will be a Non-Executive Director from
Admission. Work Group has confirmed that it intends to safeguard
fully the existing pension rights of Simon Howard in accordance
with applicable law and to comply with the Company's pension
obligations.
Work Group intends to maintain the admission to trading on AIM
of the New Ordinary Shares and as part of the Acquisition,
application will be made to the London Stock Exchange for the
admission to trading on AIM of the Enlarged Share Capital to take
place concurrently with completion of the Acquisition. The
Proposals are conditional on Admission.
10. Background to and reasons for the recommendation of the
Offer
In considering the Offer and making their recommendation, the
Gordon Dadds Directors have given careful consideration to the
value of the Work Group business and assets and the effect of the
Offer on Gordon Dadds' interests and on the interests of the Gordon
Dadds' Shareholders as well as those of the consultants and
employees of the Gordon Dadds Group.
Gordon Dadds as a business has grown very quickly since the
acquisition of the original Gordon Dadds law firm in 2013. Since
then Gordon Dadds LLP has successfully acquired and integrated 10
professional services businesses and grown its turnover from GBP2.7
million in 2013 to GBP22.8 million by the end of March 2017, a
compound annual growth rate of 70.7 per cent. The turnover for the
Gordon Dadds Group for the period ending 31 March 2017 was GBP25
million.
The Gordon Dadds Directors believe that the combination of the
reverse takeover of Gordon Dadds by Work Group, an established AIM
company; the re-admission of the share capital of the Enlarged
Company to the AIM market; and the Placing to raise GBP20 million,
represents the next logical stage in the development of the Gordon
Dadds business and brand and will provide the management of Gordon
Dadds with the platform and capital from which it can expand as a
professional services group.
The Acquisition and Admission should also serve to enhance the
Enlarged Group's public profile with clients and potential
acquisition targets and assist with the recruitment, retention and
incentivisation of partners and employees. The Gordon Dadds
Directors believe that the Placing will achieve a strong balance
sheet for the Enlarged Company which will be important in
attracting new lateral hires and potential acquisition targets. The
listing achieved by Admission will also provide the Gordon Dadds
Shareholders with a public quotation for their equity interests in
Gordon Dadds by being part of a company whose shares are admitted
to trading on AIM.
The Gordon Dadds Directors consider that the Offer and the
strategic plans of the Enlarged Group will have a positive effect
on employment, and that there will be no changes to the location of
Gordon Dadds' places of business.
11. Interests in Relevant Securities
Interests in Work Group Relevant Securities
The interests (as defined in section 820 of CA 2006) of the
Directors, their immediate families and related trusts and
connected persons (within the meaning of section 252 of CA 2006),
all of which are beneficial unless otherwise stated, in Work Group
Relevant Securities were, at the close of business on the
disclosure date, and will be on Admission are as follows:
Number Percentage Number Number Number Percentage
of Existing of Existing of Offer of Placing of New of Enlarged
Ordinary Ordinary Shares Shares Ordinary Share
Shares Shares to be to be Shares Capital
held held at acquired acquired on Admission on Admission*
at the the disclosure
disclosure date
date
Simon Howard 4,605,841 16.1 - - 143,932 0.50
Keith Cameron 31,055 0.1 - - 970 0.00
Richard
Read - - 505,115 - 505,115 1.77
Adrian Biles - - 7,610,664 - 7,610,664 26.61
Christopher
Yates - - 576,098 - 576,098 2.01
David Furst - - 22,251 22,251 0.08
John Biles - - 982,415 - 982,415 3.44
*Assuming all the Offer Shares and Placing Shares are
issued.
The interests (as defined in section 820 of CA 2006) of the
Concert Party, their immediate families and related trusts and
connected persons (within the meaning of section 252 of CA 2006),
all of which are beneficial unless otherwise stated, in Work Group
Relevant Securities were, at the close of business on the
disclosure date, and will be on Admission as follows:
Number Percentage Number Number Number Percentage
of Existing of Existing of Offer of of New of Enlarged
Ordinary Ordinary Shares Placing Ordinary Share
Shares Shares to be Shares Shares Capital
held held acquired to on Admission on Admission*
at the at the be
disclosure disclosure acquired
date date
Adrian Biles - - 7,610,644 - 7,610,644 26.61
John Biles - - 982,415 - 982,415 3.44
Robert Biles - - 933,329 - 933,329 3.26
Christopher
Yates - - 576,098 - 576,098 2.01
Roger Peters - - 571,425 - 571,425 2.00
Richard
Read - - 505,115 - 505,115 1.77
David Ruck - - 399,975 - 399,975 1.40
Penlee Holdings
Limited - - 59,968 - 59,968 0.21
Margaret
Golley - - 32,042 - 32,042 0.11
Victoria
Yates - - 30,986 - 30,986 0.11
St Anne's
Investments
Limited - - 15,353 - 15,353 0.05
*Assuming all the Offer Shares and Placing Shares are
issued.
Interests in Gordon Dadds Relevant Securities
The interests (as defined in section 820 of CA 2006) of the
Directors, their immediate families and related trusts and
connected persons (within the meaning of section 252 of CA 2006),
all of which are beneficial unless otherwise stated, in Gordon
Dadds Relevant Securities , at the close of business on the
disclosure date were as follows:
Number of Percentage
Gordon Dadds of Gordon
Shares held Dadds Shares
at the disclosure held at the
date disclosure
date
Simon Howard 0 0
Keith Cameron 0 0
Richard Read 454,000 3.76
Adrian Biles 6,840,200 56.72
Christopher Yates 517,800 4.29
David Furst 20,000 0.16
John Biles 883,000 7.32
The interests (as defined in section 820 of CA 2006) of the
Concert Party, their immediate families and related trusts and
connected persons (within the meaning of section 252 of CA 2006),
all of which are beneficial unless otherwise stated, in Gordon
Dadds Relevant Securities , at the close of business on the
disclosure date were as follows:
Number of Percentage
Gordon Dadds of Gordon
Shares held Dadds Shares
at the disclosure held at the
date disclosure
date
Adrian Biles 6,840,500 56.72
John Biles 883,000 7.32
Robert Biles 838,800 6.95
Christopher Yates 517,800 4.29
Roger Peters 513,600 4.26
Richard Read 454,000 3.76
David Ruck 359,500 2.98
Penlee Holdings Limited 53,900 0.47
Margaret Golley 28,800 0.24
Victoria Yates 27,851 0.23
St Anne's Investments
Limited 13,800 0.15
John Read 0 0.00
Save for the irrevocable undertakings referred to in Appendix II
to this announcement, as at close of business on the disclosure
date, being the last practicable Business Day prior to this
announcement, neither Work Group, Gordon Dadds, the Directors
(including the immediate families and related trusts and connected
persons (within the meaning of section 252 of CA 2006) of the
Directors),the Concert Party (including the immediate families and
related trusts and connected persons (within the meaning of section
252 of CA 2006) of the members of the Concert Party) any person
acting, or deemed to be acting, in concert with Work Group or
Gordon Dadds for the purpose of the Offer has:
(a) any interest, or right to subscribe for, any Gordon Dadds
Relevant Securities;
(b) any short positions in respect of any securities of Gordon
Dadds (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of, Gordon Dadds
Relevant Securities;
(c) borrowed or lent any Gordon Dadds Relevant Securities (save
for any borrowed relevant securities which have either been on-lent
or sold);
(d) procured an irrevocable commitment or letter of intent to
accept the Offer in respect of any Gordon Dadds Relevant
Securities; or
(e) any arrangement in relation to any Gordon Dadds Relevant
Securities. 12. Compulsory acquisition
If Work Group receives acceptances under the Offer in respect
of, and/or otherwise acquires, 90 per cent. or more of the Gordon
Dadds Shares and the Offer becomes or is declared unconditional in
all respects, then Work Group intends to exercise its rights
pursuant to the provisions of sections 974 to 991 (inclusive) of
the Companies Act 2006 to acquire compulsorily any outstanding
Gordon Dadds Shares not acquired or agreed to be acquired pursuant
to the Offer or otherwise.
13. Overseas Shareholders
The availability of the Offer to Gordon Dadds Shareholders who
are not resident in the United Kingdom may be affected by the laws
of their relevant jurisdiction. Such persons should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.
Gordon Dadds Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
14. Recommendation
The Gordon Dadds Directors, who have been so advised by Cairn as
to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. Accordingly, the Gordon Dadds
Directors recommend unanimously that Gordon Dadds Shareholders
accept the Offer, as they intend to do in respect of their own
beneficial holdings. In providing advice to the Gordon Dadds
Directors, Cairn has taken into account the commercial assessments
of the Gordon Dadds Directors. Cairn is providing independent
financial advice to the Gordon Dadds Directors for the purposes of
Rule 3 of the Takeover Code.
Each of the Gordon Dadds Directors has given irrevocable
undertakings to accept the Offer in respect of their registered
holdings in Gordon Dadds Shares amounting in aggregate to 8,667,100
Gordon Dadds Shares, representing approximately, in aggregate,
71.87 per cent. of the Gordon Dadds Issued Share Capital.
15. General
The Offer will comply with the applicable rules and regulations
of the London Stock Exchange and AIM. The Offer will be governed
by, and construed in accordance with, the laws of England and will
be subject to the exclusive jurisdiction of the courts of England
and to the Conditions and further terms set out in Appendix I, and
the full terms and conditions to be set out in the Offer
Document.
It is currently intended that the Offer will be implemented by
means of a Takeover Offer, although Work Group reserves the right
to implement the Offer by way of a Scheme or a Merger.
Your attention is drawn to the Appendices which form part of
this announcement. The Conditions and a summary of further terms in
relation to the Offer set out in Appendix I to this announcement
form part of, and should be read in conjunction with, this
announcement. Appendix IV to this announcement contains definitions
of certain terms used in this announcement.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
16. Documents published on website
Copies of the following documents will by no later than 12 noon
(London time) on 13 July 2017 be published on Work Group's website
(www.workgroupplc.com) until the end of the Offer:
(a) this announcement (subject to any applicable restrictions
with respect to persons resident in Restricted Jurisdictions);
and
(b) the irrevocable undertakings set out in Appendix II of this announcement.
For the avoidance of doubt, the contents of the website are not
incorporated by reference and does not form part of this
announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
calling Computershare Investor Services PLC on +44 (0)370 707 1830.
It is important that you note that unless you make a request, a
hard copy of this announcement and any such information
incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.
Enquiries
Work Group plc +44 (0)20 3700
Simon Howard, Chief Executive 9211
----------------------------------- ----------------
Allenby Capital Ltd, Financial
Adviser to Work Group +44 (0)20 3328
Jeremy Porter / James Thomas 5656
----------------------------------- ----------------
Arden Partners, Nominated Adviser
and Broker to Work Group
John Llewelyn-Lloyd / Ciaran +44 (0)20 7614
Walsh 5900
----------------------------------- ----------------
Gordon Dadds +44 (0)20 7759
Adrian Biles, Managing Director 1559
----------------------------------- ----------------
Cairn Financial Advisers, Rule
3 Adviser to Gordon Dadds +44 (0)20 7213
Sandy Jamieson / Liam Murray 0880
----------------------------------- ----------------
Newgate Communications, PR
Adviser to Gordon Dadds +44 (0)20 7680
Bob Huxford 6550
----------------------------------- ----------------
APPIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
The Offer and any acceptance thereof is governed by English law
and is subject to the conditions and terms set out below and in the
Form of Acceptance and to the applicable rules and regulations of
the Takeover Code:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by 1.00 p.m. on the First Closing Date (or such later
time(s) and/or date(s) as Work Group may, with the consent of the
Panel or in accordance with the Takeover Code, decide) in respect
of such number of Gordon Dadds Shares which, together with any
Gordon Dadds Shares that Work Group shall have acquired or agreed
to acquire (whether pursuant to the Offer or otherwise), constitute
not less than 90 per cent (1) in nominal value of the Gordon Dadds
Shares to which the Offer relates; and (2) of the voting rights
normally exercisable at general meetings of Gordon Dadds. For the
purposes of this Condition a):
i. Gordon Dadds Shares which have been unconditionally allotted,
but not issued, before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or otherwise,
shall be deemed to carry the voting rights they will carry on being
entered into the register of members of Gordon Dadds;
ii. the expression "Gordon Dadds Shares to which the Offer
relates" shall be construed in accordance with Part 28 of CA 2006;
and
iii. valid acceptances shall be deemed to have been received in
respect of Gordon Dadds Shares which are treated for the purposes
of section 979 of CA 2006 as having been acquired or contracted to
be acquired by Work Group by virtue of acceptances of the
Offer;
(b) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body, or any court,
institution, investigative body, association, trade agency or
professional or environmental body or (without prejudice to the
generality of the foregoing) any other person or body in any
jurisdiction (each, a "Relevant Authority") having decided to take,
institute, implement or threaten any action, proceeding, suit,
investigation or enquiry or enacted, made or proposed any statute,
regulation or order or otherwise taken any other step or done any
thing, and there not being outstanding any statute, legislation or
order, that would or might (unless waived by Work Group) make the
Offer or any matter relating thereto, void, illegal or
unenforceable under the laws of any relevant jurisdiction;
(c) since 31 March 2017 and save as disclosed to Work Group in writing:
i. no litigation, arbitration, prosecution or other legal
proceedings which is or are material in the context of the Gordon
Dadds Group taken as a whole, having been instituted, announced or
threatened or become pending or remaining outstanding (including
from any Relevant Authority) by or against any member of the Gordon
Dadds Group or to which any member of the Gordon Dadds Group is or
is likely to become a party (whether as plaintiff, defendant or
otherwise); or
ii. no steps having been taken which would or are reasonably
likely to result in the withdrawal, cancellation, termination or
modification of any material licence, accreditation or regulatory
approval held by any member of the Gordon Dadds Group which is
necessary for the proper carrying on of its business; or
iii. no enquiry or investigation by any Relevant Authority which
is material in the context of the Gordon Dadds Group taken as a
whole, having been threatened, announced, implemented or instituted
or remaining outstanding;
(d) Work Group not having discovered that:
i. any member of the Gordon Dadds or any person that performs or
has performed services for or on behalf of any such member is or
has engaged in any activity, practice or conduct which would
constitute an offence under the Bribery Act 2010 or any other
applicable anti-corruption legislation; or
ii. any asset of any member of the Gordon Dadds constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(e) the Core Resolutions having been passed without amendments at the General Meeting; and
(f) Admission.
For the purposes of this Part A, "disclosed to Work Group in
writing" includes, for the avoidance of doubt, disclosed before the
date of this document in a disclosure schedule made available to
Work Group and its advisers by Gordon Dadds.
The Condition in paragraph (a), of this Part A of Appendix I may
not be waived. Subject to the requirements of the Panel, Work Group
reserves the right to waive in whole or in part, in its discretion,
all or any of the other Conditions contained in paragraphs (b) to
(f) of this Part A of Appendix I.
In accordance with Rule 13.5(a) of the Takeover Code, Work Group
will not invoke any Condition so as to cause the Offer not to
proceed, to lapse or to be withdrawn, unless the circumstances
which give rise to the right to invoke the Condition are of
material significance to Work Group in the context of the Offer and
the Panel consents to such right being invoked.
Part B: Further Terms of the Offer
1. Definitions
Except where the context requires otherwise, any reference in
this Part B of Appendix I or in Part C of this Appendix I and in
the Form of Acceptance to:
a) the "Offer" means the Offer and any revision, variation or
renewal thereof or extension thereto and also, where the context
requires, includes any election or alternative available in
connection therewith;
b) the "Offer becoming, or being declared, unconditional as to
acceptances" (and similar terms) means the acceptance Condition
becoming, or being declared, satisfied, whether or not any other
Condition remains to be fulfilled, and references to the Offer
having become, or having been declared, unconditional shall be
construed accordingly;
c) the "Offer becoming unconditional in all respects" (and
similar terms) means all the Conditions to the Offer becoming, or
being declared, satisfied, or where capable of being waived,
waived, and references to the Offer having become, or having been
declared, unconditional in all respects shall be construed
accordingly;
d) the "acceptance Condition" means the Condition as to
acceptances of the Offer set out in paragraph 1(a) of Part A of
this Appendix I and references to the Offer becoming, or being
declared, unconditional as to acceptances are to be construed
accordingly;
e) "acceptances of the Offer" will include deemed acceptances of
the Offer including acceptances by email;
f) a person "acting in concert with Work Group" is a reference
to a person acting, or deemed to be acting, in concert with Work
Group for the purposes of the Takeover Code and/or the Offer;
g) "send", "sent" or "sending" or a similar expression in
relation to any document, announcement or other information shall
include distribution in hard copy form or by email or publication
on a website in such manner as shall be permitted by the Takeover
Code or otherwise with the Panel's consent;
h) "Day 21 of the Offer" means the 21(st) day after the Offer is
open for acceptance (or any later time and/or date as the Panel may
determine);
i) "Day 42 of the Offer" means the 42(nd) day after the Offer is
open for acceptance (or any later time and/or date as the Panel may
determine);
j) "Day 46 of the Offer" means the 46(th) day after the Offer is
open for acceptance (or any later time and/or date as the Panel may
determine); and
k) "Day 60 of the Offer" means the 60(th) day after the Offer is
open for acceptance (or any later time and/or date as the Panel may
determine).
The following further terms apply, unless the context requires
otherwise, to the Offer.
2. Acceptance period
a) The Offer will initially be open for acceptance until the
later of 1.00 p.m. on Day 21 of the Offer or 14 days following the
date on which the Offer becomes or is declared unconditional as to
acceptances. Work Group reserves the right (but will not be
obliged, other than as may be required by the Takeover Code) at any
time or from time to time to extend the Offer after such time and,
in such event, will make a public announcement of such extension in
the manner described in paragraph 3(a) below. If the Offer has not
become or been declared unconditional by Day 21 of the Offer, Work
Group currently intends to extend the Offer until such time as the
Offer becomes or is declared unconditional as to acceptances. There
can be no assurance, however, that Work Group will, in such
circumstances, extend the Offer and, if no such extension is made,
the Offer will lapse on Day 21 of the Offer and no Gordon Dadds
Shares will be acquired pursuant to the Offer.
b) The Offer shall not (except with the consent of the Panel) be
capable of becoming or being declared unconditional as to
acceptances after midnight on Day 60 of the Offer (or any earlier
time and/or date beyond which Work Group has stated that the Offer
will not be extended and in respect of which it has not, where
permitted, withdrawn that statement) nor of being kept open after
that time and/or date unless it has previously become or been
declared unconditional as to acceptances. However, Work Group
reserves the right, with the consent of the Panel, to extend the
Offer to a later time(s) and/or date(s). If the Offer has not
become or been declared unconditional as to acceptances at such
time (or any later time and/or date to which the Offer has been
extended), the Offer will lapse, unless the Panel agrees
otherwise.
c) Except with the consent of the Panel, Work Group may not, for
the purpose of determining whether the acceptance Condition has
been satisfied, take into account acceptances received, or
purchases of Gordon Dadds Shares made, in respect of which relevant
documents have been received by Computershare after midnight on Day
60 of the Offer (or any earlier time and/or date beyond which Work
Group has stated that the Offer will not be extended and in respect
of which it has not, where permitted, withdrawn that statement) or
such later time and/or date as Work Group may, with the permission
of the Panel, decide. If the Offer is extended beyond midnight on
Day 60 of the Offer, acceptances received and purchases made in
respect of which relevant documents have been received by
Computershare after midnight on the relevant date may (except where
the Takeover Code otherwise permits) only be taken into account
with the consent of the Panel.
d) If the Offer becomes or is declared unconditional as to
acceptances, it will remain open for acceptance for not less than
14 days from the date on which it would otherwise have expired. If
the Offer has become or been declared unconditional as to
acceptances and it is stated by or on behalf of Work Group that the
Offer will remain open until further notice or if the Offer will
remain open for acceptance beyond the 70th day following the
sending of this document, then not less than 14 days' notice will
be given prior to the closing of the Offer in writing to those
Gordon Dadds Shareholders who have not accepted the Offer.
e) If a competitive situation (as determined by the Panel)
arises after Work Group has made a "no extension" statement or a
"no increase" statement (as referred to in the Takeover Code), Work
Group may (if it has specifically reserved the right to do so at
the time such statement was made, or otherwise with the consent of
the Panel) choose not to be bound by or withdraw such statement and
be free to revise and/or extend the Offer provided that it complies
with the requirements of the Takeover Code and, in particular,
that: (i) it announces the withdrawal as soon as possible and in
any event within four Business Days after the announcement of the
competing offer or other competitive situation and notifies Gordon
Dadds Shareholders (and persons with information rights) to that
effect in writing at the earliest opportunity or, in the case of
Gordon Dadds Shareholders with registered addresses outside of the
United Kingdom or whom Work Group reasonably believes to be
nominees, custodians or trustees holding Gordon Dadds Shares for
such persons, by announcement in the United Kingdom at the earliest
opportunity. Work Group may (if it has reserved the right to do so)
choose not to be bound by the terms of a "no increase" statement or
a "no extension" statement if it would otherwise prevent the
posting of an increased or improved Offer either as to the value or
the form of the consideration or otherwise which is recommended for
acceptance by the Gordon Dadds Directors, or in other circumstances
permitted by the Panel.
3. Announcements
a) By 8.00 a.m. (London time) on the Business Day (the "relevant
day") next following the day on which the Offer is due to expire or
becomes or is declared unconditional as to acceptances or is
extended, as the case may be (or such later time(s) and/or date(s)
as the Panel may agree), Work Group will make an appropriate
announcement and simultaneously publish the requisite announcement
on the Work Group website and send the announcement to a RIS. Such
announcement will state (unless otherwise permitted by the
Panel):
i. the total number of Gordon Dadds Shares for which acceptances
of the Offer have been received, specifying the extent, if any, to
which acceptances have been received from persons acting in concert
with Work Group or in respect of Gordon Dadds Shares which were
subject to an irrevocable commitment or a letter of intent procured
by Work Group or any person acting in concert with it;
ii. details of any relevant securities of Gordon Dadds in which
Work Group or any person acting in concert with it has an interest
or in respect of which any such person has a right to subscribe, in
each case specifying the nature of the interests or rights
concerned and similar details of any short positions (whether
conditional or absolute and whether in the money or otherwise)
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery, will also be stated;
iii. details of any relevant securities of Gordon Dadds in
respect of which Work Group or any person acting in concert with it
has an outstanding irrevocable commitment or letter of intent;
and
iv. details of any relevant securities of Gordon Dadds which
Work Group or any person acting in concert with it has borrowed or
lent, save for any borrowed shares which have been either on-lent
or sold,
and will in each case specify the percentages of each class of
relevant securities of Gordon Dadds represented by these figures.
Any such announcement shall include a prominent statement of the
total number of Gordon Dadds Shares which Work Group may count
towards the satisfaction of the acceptance Condition and the
percentage of relevant securities of Gordon Dadds represented by
this figure.
b) Any decision to extend the time and/or date by which the
acceptance Condition has to be fulfilled may be made by Work Group
at any time up to, and will be announced no later than, 8.00 a.m.
(London time) on the relevant day (or such later time and/or date
as the Panel may agree). The announcement will also state the next
expiry date (unless the Offer is unconditional as to acceptances in
which case it may instead state that the Offer will remain open
until further notice). In computing the number of Gordon Dadds
Shares represented by acceptances and/or purchases there may, at
the discretion of Work Group, be included or excluded for
announcement purposes, acceptances and purchases which are not
complete in all respects or are subject to verification provided
that such acceptances or purchases of Gordon Dadds Shares shall not
(unless agreed by the Panel) be included unless they could be
counted towards fulfilling the acceptance Condition in accordance
with paragraph 6 of this Part B and the provisions of the Takeover
Code.
c) A copy of any announcement made by or on behalf of Work Group
in accordance with this paragraph 3 will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Work Group's website at
www.workgroupplc.com as soon as possible after the making of such
announcement and in any event by no later than 12 noon (London
time) on the following Business Day and will remain on such website
while the Offer remains open for acceptances.
d) References in this Part B to the making of an announcement by
or on behalf of Work Group include the release of an announcement
by public relations consultants appointed by Work Group or by
Gordon Dadds to the press, and the delivery by hand or telephone,
e-mail, facsimile, telex, the internet or other electronic
transmission of an announcement to a RIS.
4. Rights of withdrawal
a) Except as provided by this paragraph 4 of this Part B or as
otherwise permitted by Work Group (either generally or for any
particular Gordon Dadds Shareholder), acceptances of the Offer
shall be irrevocable.
b) If Work Group, having announced the Offer to be unconditional
as to acceptances, fails to comply by 3.30 p.m. on the relevant day
(as defined in paragraph 3(a) of this Part B (or such later time(s)
and/or date(s) as the Panel may agree) with any of the other
requirements specified in paragraph 3(a) of this Part B, an
accepting Gordon Dadds Shareholder may (unless the Panel agrees
otherwise) immediately thereafter withdraw his acceptance of the
Offer by written notice, delivered by post or, during normal
business hours only, by hand to Computershare. Subject to paragraph
2(b) of this Part B, this right of withdrawal may be terminated not
less than eight days after the relevant day by Work Group
confirming, if it be the case, that the Offer is still
unconditional, and complying with the other requirements specified
in paragraph 3(b) of this Part B. If any such confirmation is
given, the first period of 14 days referred to in paragraph 2(d) of
this Part B will run from the date of such confirmation and
compliance.
c) If by 3.00 p.m. on Day 42 (or such later time(s) and/or
date(s) as the Panel may agree) the Offer has not become or been
declared unconditional as to acceptances, an accepting Gordon Dadds
Shareholder may withdraw his acceptance at any time thereafter by
written notice in the manner referred to in paragraph 4(b) of this
Part B until the earlier of:
i. the time when the Offer becomes or has been declared unconditional; and
ii. the final time for the lodging of acceptances of the Offer
which can be taken into account in accordance with paragraph 2(b)
of this Part B.
d) In this paragraph 4, written notice (including any letter of
appointment, direction or authority) means notice in writing
bearing the original signature(s) of the relevant accepting Gordon
Dadds Shareholder(s) or his/their agent(s) duly appointed in
writing (evidence of whose appointment is produced with the notice
in a form reasonably satisfactory to Work Group). E-mail, telex,
facsimile or other electronic transmission, or copies, will not be
sufficient to constitute written notice.
e) Any question as to the validity (including time of receipt)
of any notice of withdrawal will be determined by Work Group whose
determination (save as the Panel otherwise determines) will be
final and binding. None of Work Group, Gordon Dadds, Computershare,
Allenby Capital or any other person will be under any duty to give
notification of any defect in any notice of withdrawal or will
incur any liability for failure to do so.
5. General
a) Except with the consent of the Panel, and save as described
in this document, the Offer will lapse unless all of the Conditions
to the Offer as set out in Part A of this Appendix I have been
fulfilled by or (if capable of waiver) waived by Work Group at
midnight on Day 42 of the Offer or within 21 days after the date on
which the Offer becomes or is declared unconditional as to
acceptances (whichever is the later) or such later date as Work
Group may, with the consent of the Panel, decide provided that Work
Group shall be under no obligation to waive or treat as satisfied
any condition by a date earlier than the latest date specified
above for the satisfaction thereof notwithstanding that the other
Conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are, at such earlier date, no
circumstances indicating that any such Conditions may not be
capable of fulfilment. If the Offer lapses, for any reason, it
shall cease to be capable of acceptance and Work Group and the
Gordon Dadds Shareholders shall thereupon cease to be bound by
prior acceptances.
b) No acknowledgement of receipt of any Form of Acceptance,
share certificates or other documents will be given. All
communications, notices, certificates, documents of title, other
documents and remittances to be delivered by or to or sent to or
from Gordon Dadds Shareholders (or their designated agent(s)) or as
otherwise directed will be delivered by or to or sent to or from
such Gordon Dadds Shareholders (or their designated agent(s)) at
their risk.
c) The expression "Offer Period" when used in this document
means the period commencing on 12 July 2016 and ending on whichever
of the following dates shall be the latest:
i. the date on which the Offer (and any other announced offers
in relation to Gordon Dadds) is withdrawn or lapses;
ii. the date on which the Offer becomes or is declared unconditional as to acceptances; and
iii. the date on which certain other announcements are made in
accordance with the rules of the Takeover Code.
d) All references in this document and in the Form of Acceptance
to Day 21 of the Offer, shall (except in the definition of "Offer
Period" above and where the context otherwise requires), if the
expiry date of the Offer shall be extended, be deemed to refer to
the expiry date of the Offer as so extended.
e) Except with the consent of the Panel, settlement of the
consideration to which any Gordon Dadds Shareholder is entitled
under the Offer will be implemented in full in accordance with the
terms of the Offer without regard to any lien, right of set-off,
counterclaim or other analogous right to which Work Group may
otherwise be, or claim to be, entitled as against such Gordon Dadds
Shareholder, and the consideration due to a Gordon Dadds
Shareholder who validly accepts the Offer will (subject to
paragraph 6 of this Part B below, and except with the consent of
the Panel) be made in full not later than 14 days after the later
of:
i. the date on which the Offer becomes or is declared unconditional in all respects; and
ii. the date of receipt of a valid and complete Form of Acceptance.
f) The instructions, terms, provisions and authorities contained
in or deemed to be incorporated in the Form of Acceptance
constitute part of the terms of the Offer. Words and expressions
defined in this document shall, unless the context otherwise
requires, have the same meanings when used in the Form of
Acceptance. The provisions of this Appendix I shall be deemed to be
incorporated in the Form of Acceptance.
g) The Offer, this document, the Form of Acceptance and all
acceptances thereof and all elections thereunder or pursuant
thereto and all contracts made pursuant thereto and action taken or
made or deemed to be taken or made under any of the foregoing shall
be governed by and construed in accordance with English law.
Execution by or on behalf of a Gordon Dadds Shareholder of a Form
of Acceptance will constitute his irrevocable submission, in
relation to all matters arising out of or in connection with the
Offer, this document and the Form of Acceptance, to the
jurisdiction of the courts of England and his agreement that
nothing shall limit the rights of Work Group to bring any action,
suit or proceeding arising out of or in connection with the Offer,
this document and the Form of Acceptance in any other manner
permitted by law or in any court of competent jurisdiction.
h) Any omission to send this document or the Form of Acceptance
or any notice required to be given under the terms of the Offer to,
or any failure to receive the same by, any person to whom the Offer
is made or should be made, shall not invalidate the Offer in any
way or create any implication that the Offer has not been made to
any such person.
i) Subject to paragraph 5(j) of this Part B below, and without
prejudice to any other provision of this Appendix I, Work Group
reserves the right to treat acceptances of the Offer and/or
elections pursuant thereto as valid if received by or on behalf of
it at any place or places or in any manner determined by it
otherwise than as stated herein or in the Form of Acceptance.
j) Notwithstanding the right reserved by Work Group to treat
acceptances as valid (even though the Form of Acceptance is not
entirely in order or not accompanied by the relevant share
certificate(s) and/or other document(s) of title), except with the
consent of the Panel, an acceptance of the Offer will only be
counted towards fulfilling the acceptance Condition if the
requirements of Note 4 and, if applicable, Note 6 on Rule 10 of the
Takeover Code are satisfied in respect of it. Except with the
consent of the Panel, a purchase of Gordon Dadds Shares by Work
Group or its nominee(s) (or, if Work Group is required to make an
offer or offers under the provisions of Rule 9 of the Takeover
Code, by a person acting in concert with Work Group or its
nominee(s) for the purpose of such offer(s)) will only be counted
towards fulfilling the acceptance Condition if the requirements of
Note 5 and, if applicable, Note 6 on Rule 10 of the Takeover Code
are satisfied in respect of it. The Offer may not be accepted, in
relation to Gordon Dadds Shares, otherwise than by means of a Form
of Acceptance.
k) Except with the consent of the Panel, the Offer will not
become or be declared unconditional as to acceptances until
Computershare has issued a certificate to Work Group (or its
agents) which states the number of Gordon Dadds Shares in respect
of which acceptances have been received which meet the requirements
of Note 4 on Rule 10 of the Takeover Code and the number of Gordon
Dadds Shares otherwise acquired (whether before or during the Offer
Period) which meet the requirements of Note 5 on Rule 10 of the
Takeover Code and, in each case, if applicable, Note 6 on Rule 10
of the Takeover Code. Copies of such certificate will be sent to
the Panel and to Cairn as soon as possible after it is issued.
l) All powers of attorney, appointments of agents and
authorities on the terms conferred by or referred to in this
Appendix I or in the Form of Acceptance are given by way of
security for the performance of the obligations of Gordon Dadds
Shareholders concerned and are irrevocable in accordance with
section 4 of the Powers of Attorney Act 1971.
m) The Offer extends to any Gordon Dadds Shareholders to whom
this document, the Form of Acceptance and any related documents may
not have been sent or by whom such documents may not be received
and such Gordon Dadds Shareholders may collect copies of those
documents from Computershare. Work Group reserves the right to
notify any matter, including the making of the Offer, to all or any
Gordon Dadds Shareholders with a registered address outside of the
United Kingdom (or whom Work Group knows to be nominees, trustees
or custodians for such persons) by announcement in the United
Kingdom or paid advertisement in a daily newspaper published and
circulated in the United Kingdom, in which event such notice shall
be deemed to have been sufficiently given notwithstanding any
failure by a Gordon Dadds Shareholder to receive such notice and
all references in this document to notice, or the provision of
information in writing, by Work Group and/or its agents and/or
public relations consultants shall be construed accordingly.
n) The Offer, if made, will be made solely pursuant to the Offer
Document which will contain the full terms and conditions of the
Offer, including details of how to accept the Offer. The Offer will
remain open for acceptance, subject to the provisions of Appendix I
to this announcement and the terms of the Offer Document, until
1.00 p.m. on the 21(st) day after the date of publication of the
Offer Document or (if that day is a Saturday, Sunday or a public
holiday) on the next succeeding Business Day.
o) If the Offer does not become, or is not declared,
unconditional in all respects and lapses, or the accepting Gordon
Dadds Shareholder validly withdraws his acceptance, share
certificates and other documents of title will be returned by post
(or by such other method as may be approved by the Panel) within 14
days of the Offer lapsing to the person or agent whose name and
address outside a Restricted Jurisdiction is set out in the
relevant Box on the Form of Acceptance or, if none is set out, to
the first-named holder at his registered address outside a
Restricted Jurisdiction.
p) If the Offer lapses, the Offer will cease to be capable of
further acceptances and accepting Gordon Dadds Shareholders and
Work Group shall cease to be bound by acceptances submitted at or
before the time when the Offer lapses.
q) All references in this Appendix I to any statute or statutory
provision shall include any statute or statutory provision which
amends, consolidates or replaces the same (whether before or after
the date hereof).
r) If sufficient acceptances under the Offer are received and/or
sufficient Gordon Dadds Shares are otherwise acquired whether
pursuant to the Offer or otherwise Work Group intends to apply the
provisions of sections 974 to 991 of the 2006 Act to acquire
compulsorily any outstanding Gordon Dadds Shares to which the Offer
relates on the same terms as the Offer.
s) Work Group shall have the right to reduce the proportion of
Offer Shares allocated to Gordon Dadds Shareholders by the amount
of any dividend (or other distribution) which is paid or becomes
payable by Gordon Dadds to Gordon Dadds Shareholders after 12 July
2017. If Work Group exercises its right to reduce the proportion of
Offer Shares by all or part of the amount of a dividend (or other
distribution) then Gordon Dadds Shareholders will be entitled to
receive and retain that dividend (or other distribution).
6. Overseas Shareholders
a) The making of the Offer in, or to persons resident in, or
citizens or nationals of, jurisdictions outside of the United
Kingdom or who are nominees of, or custodians, trustees or
guardians for, citizens or nationals of such jurisdictions
("Overseas Shareholders") may be prohibited or affected by the laws
or regulatory requirements of the relevant overseas jurisdiction.
No person receiving a copy of this document in any territory other
than the UK may treat the same as constituting an offer or
invitation to him nor should he in any event use the Form of
Acceptance, unless, in the relevant territory, such an offer or
invitation could lawfully be made to him and such Form of
Acceptance could lawfully be used without contravention of any
registration or other legal or regulatory requirements. Such
Overseas Shareholders should inform themselves about and observe
any applicable legal requirements. It is the responsibility of any
Overseas Shareholder wishing to accept the Offer to satisfy himself
as to the full observance of the laws and regulatory requirements
of the relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents
which may be required, the compliance with other necessary
formalities needing to be observed and the payment of any issue,
transfer or other taxes or duties due in such jurisdiction. Any
Overseas Shareholder will be responsible for payment of any issue,
transfer or other taxes or other requisite payments due in such
jurisdiction by whomsoever payable and Work Group and any
person
acting on its behalf shall be fully indemnified and held
harmless by such shareholder for any such issue, transfer or other
taxes or other requisite payments as Work Group, and any person
acting on its behalf may be required to pay. If you are an Overseas
Shareholder and you are in doubt about your position, you should
consult your legal adviser in the relevant jurisdiction.
b) Unless otherwise determined by Work Group and permitted by
applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into, or by the use of the mails or
by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a
Restricted Jurisdiction (including the United States, the Republic
of South Africa, Canada, Australia or Japan) and the Offer is not
capable of acceptance by any such use, means, instrumentality or
facility or from within a Restricted Jurisdiction. Accordingly,
copies of this document, the Form of Acceptance and any related
documents are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from a Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in or
into or from a Restricted Jurisdiction. Doing so may render invalid
any purported acceptance of the Offer. Persons wishing to accept
the Offer should not use such mails or any such means,
instrumentality or facility for any purpose directly or indirectly
related to acceptance of the Offer. Envelopes containing Forms of
Acceptance, evidence of title or other documents relating to the
Offer must not be postmarked in a Restricted Jurisdiction or
otherwise dispatched from a Restricted Jurisdiction and all
accepting Gordon Dadds Shareholders must provide addresses outside
a Restricted Jurisdiction for the return of Forms of Acceptance,
share certificate(s) and/or other document(s) of title.
c) If, in connection with the making of the Offer,
notwithstanding the restrictions described above, any persons
(including, without limitation, custodians, nominees and trustees),
whether pursuant to a contractual or legal obligation or otherwise,
forward this document, the Form of Acceptance or any other
documents relating to the Offer in, into or from a Restricted
Jurisdiction or uses the mails of, or any means or instrumentality
(including without limitation, telephonically or electronically) of
interstate or foreign commerce of, or any facilities of a national
securities exchange of, a Restricted Jurisdiction in connection
with such forwarding, such person should:
i. inform the recipient of such fact;
ii. explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and
iii. draw the attention of the recipient to this paragraph 6 of this Part B.
Work Group reserves the right, in its absolute discretion, to
treat any acceptance as invalid if it believes that such acceptance
may violate applicable legal or regulatory requirements.
d) A Gordon Dadds Shareholder will be deemed not to have validly accepted the Offer if:
i. he puts "No" in Box 3 of the Form of Acceptance and thereby
does not give the representation and warranty set out in paragraph
(c) of Part C of this Appendix I;
ii. he completes Box 1 of the Form of Acceptance with an address
in a Restricted Jurisdiction or has a registered address in a
Restricted Jurisdiction and in either case he does not insert in
Box 5 of the Form of Acceptance the name and address of a person or
agent outside a Restricted Jurisdiction to whom he wishes the
consideration to which he is entitled under the Offer to be sent,
subject to this paragraph 6 and applicable laws;
iii. he inserts in Box 4a or Box 5 of the Form of Acceptance the
name and address of a person or agent in a Restricted Jurisdiction
to whom he wishes the consideration to which he is entitled under
or in consequence of the Offer to be sent; or
iv. any Form of Acceptance received from him is received in an
envelope postmarked in, or which otherwise appears to Work Group or
its agents to have been sent from, a Restricted Jurisdiction.
Work Group reserves the right, in its sole discretion, to
investigate, in relation to any acceptance, whether the
representation and warranty set out in paragraph (c) of Part C of
this Appendix I could have been truthfully given by the relevant
Gordon Dadds Shareholder and, if such investigation is made and, as
a result, Work Group cannot satisfy itself that such representation
and warranty was true and correct, such acceptance shall not be
valid.
e) The provisions of this paragraph 6 and/or any other terms of
the Offer relating to Overseas Shareholders may be waived, varied
or modified as regards specific Gordon Dadds Shareholder(s) or on a
general basis by Work Group in its absolute discretion. In
particular, without limitation, Work Group reserves the right to
permit the Offer to be accepted by and to issue share
certificate(s) and/or document(s) of title to an Overseas
Shareholder (otherwise unable to accept the Offer in accordance
with the above) in circumstances in which Work Group is satisfied
that acceptance by such Gordon Dadds Shareholder and or the issue
or delivery of any documents of title to such Gordon Dadds
Shareholder will not constitute a breach of any securities or other
relevant legislation or impose obligations on Work Group not
contemplated by the Offer (and in any such case, Work Group may
impose reasonable additional requirements and restrictions on such
acceptance and the share certificates and/or documents of title
issued). Work Group shall have no obligations whatsoever in
relation to the timing of such sales or allotments or the price
obtained and such sales or allotments may be made individually or
together with other shares to which such provisions apply. In such
circumstances, any signed Form of Acceptance received pursuant to
the Offer shall constitute the irrevocable appointment of Work
Group or any director of Work Group as the relevant Gordon Dadds
Shareholder's agent to effect such sale as his agent, with full
power (including powers of delegation) to do all such things as may
be necessary or desirable for or ancillary to such purpose. Subject
thereto, the provisions of this paragraph 6 supersede any terms of
the Offer inconsistent herewith.
f) Neither Work Group nor any agent or director of Work Group
nor its advisers or any person acting on behalf of any of them
shall have any liability to any person for any loss or alleged loss
arising from any decision as to the treatment of acceptances of the
Offer on any of the bases set out in this paragraph 6 or otherwise
in connection therewith.
APPIX II
DETAILS OF IRREVOCABLE UNDERTAKINGS
Part A: Gordon Dadds Directors
The following Gordon Dadds Directors have given irrevocable
undertakings to accept or procure acceptance to the Offer in
respect of their registered holdings of issued Gordon Dadds
Shares:
Name Number of Gordon Percentage of
Dadds Shares Gordon Dadds
Issued Share
Capital
------------------- ----------------- --------------
Richard Read 454,000 3.76
------------------- ----------------- --------------
Adrian Biles 6,833,200 56.66
------------------- ----------------- --------------
Christopher Yates 513,600 4.26
------------------- ----------------- --------------
David Furst 20,000 0.17
------------------- ----------------- --------------
John Biles 846,300 7.02
------------------- ----------------- --------------
Total 8,667,100 71.87
------------------- ----------------- --------------
These irrevocable undertakings will remain binding in the event
of a competing offer being made unless the Offer lapses or is
otherwise withdrawn.
Part B: Other Gordon Dadds Shareholders
The following Gordon Dadds Shareholders have given irrevocable
undertakings to accept or procure acceptance of the Offer in
respect of their registered holdings of Gordon Dadds Shares:
Name Number of Gordon Percentage of
Dadds Shares Gordon Dadds
Issued Share
Capital
----------------------- ----------------- --------------
Robert Biles 838,800 6.94
----------------------- ----------------- --------------
Roger Peters 513,600 4.26
----------------------- ----------------- --------------
David Ruck 359,500 2.98
----------------------- ----------------- --------------
Penlee Holdings
Limited 53,900 0.47
----------------------- ----------------- --------------
Anthony Edwards 30,000 0.25
----------------------- ----------------- --------------
Margaret Golley 28,800 0.24
----------------------- ----------------- --------------
Victoria Yates 27,851 0.23
----------------------- ----------------- --------------
St Anne's Investments
Limited 13,800 0.11
----------------------- ----------------- --------------
Total 1,866,251 15.48
----------------------- ----------------- --------------
These irrevocable undertakings will remain binding in the event
of a competing offer being made unless the Offer lapses or is
otherwise withdrawn.
APPIX III
Bases and Sources
1. The value placed by the Offer of approximately GBP18.8
million is calculated on the basis of the fully diluted number of
Gordon Dadds Shares in issue referred to below. Gordon Dadds has no
securities in issue with rights over or convertible into new Gordon
Dadds Shares.
2. References to the entire issued share capital of Gordon Dadds
are to the existing issued share capital of 12,059,444 Gordon Dadds
Shares as sourced from Gordon Dadds' shareholder register as at 12
July 2017.
3. As at noon on 12 July 2017, Gordon Dadds had no treasury shares in issue.
APPIX IV
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
Acquisition the proposed acquisition of Gordon
Dadds by Work Group by way of the
Offer.
----------------------- ---------------------------------------------
Admission the admission of the Enlarged Share
Capital to trading on AIM becoming
effective in accordance with Rule
6 of the AIM Rules.
----------------------- ---------------------------------------------
Admission Document the admission document to be published
by Work Group on pursuant to the
AIM Rules in connection with the
Acquisition, the Placing and Admission.
----------------------- ---------------------------------------------
AIM the AIM market of the London Stock
Exchange.
----------------------- ---------------------------------------------
AIM Rules the AIM Rules for Companies, as
published by the London Stock Exchange.
----------------------- ---------------------------------------------
Allenby Capital Allenby Capital Limited, Work Group's
financial adviser.
----------------------- ---------------------------------------------
Arden Partners Arden Partners plc, Work Group's
nominated adviser and broker pursuant
to the AIM Rules with effect from
today.
----------------------- ---------------------------------------------
Business Day any day other than a Saturday or
Sunday, where banks in the UK are
open for the transaction of normal
banking business.
----------------------- ---------------------------------------------
CA 2006 the Companies Act 2006, as amended.
----------------------- ---------------------------------------------
Cairn Cairn Financial Advisers LLP, Gordon
Dadds' Rule 3 adviser for the purposes
of the Takeover Code.
----------------------- ---------------------------------------------
Capital Reduction the proposed cancellation of Work
Group's share premium account and
the reduction in its issued share
capital by the cancellation of
the Deferred Shares.
----------------------- ---------------------------------------------
Capital Reorganisation the proposed reorganisation of
the ordinary share capital of Work
Group into New Ordinary Shares
and Deferred Shares subject to
the passing of the Resolutions
and with effect from the Record
Time.
----------------------- ---------------------------------------------
Change of Name the proposed change of name of
Work Group to Gordon Dadds Group
plc.
----------------------- ---------------------------------------------
Circular the circular to be published by
Work Group to Work Group containing
the Notice and published, inter
alia, for the purposes of the Rule
9 Waiver.
----------------------- ---------------------------------------------
Companies Act the proposed authorities to be
Authorities granted to the Work Group Directors
under CA 2006 to allot relevant
securities and dis-apply statutory
pre-emption rights for the purposes,
inter alia, of the Offer, the Placing
and the Share Scheme effective
upon the passing of the Resolutions.
----------------------- ---------------------------------------------
Computershare Computershare Investor Services
plc, The Pavillions, Bridgwater
Road, Bristol, BS13 8AE.
----------------------- ---------------------------------------------
Conditions the conditions of the Offer as
set out in Part A of Appendix I
to this announcement and Condition
means any one of them.
----------------------- ---------------------------------------------
Concert Party those shareholders of Gordon Dadds
listed in paragraph 11 to this
announcement, being the persons
ruled by the Panel as persons who
in relation to Work Group are acting
in concert within the meaning of
the Takeover Code.
----------------------- ---------------------------------------------
Core Resolutions the Resolutions numbered 1 to 6
inclusive in the Notice
----------------------- ---------------------------------------------
Court the High Court of Justice in England
and Wales.
----------------------- ---------------------------------------------
CREST the computerised settlement system
(as defined in the CREST Regulations)
operated by Euroclear which facilitates
the holding and transfer of title
to shares in uncertificated form.
----------------------- ---------------------------------------------
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) as amended.
----------------------- ---------------------------------------------
Deferred Shares the deferred shares of 63p each
in the capital of Work Group arising
pursuant to the Capital Reorganisation.
----------------------- ---------------------------------------------
Directors the Existing Directors and the
Proposed Directors.
----------------------- ---------------------------------------------
Disclosure 11 July 2017
date
----------------------- ---------------------------------------------
Enlarged Group Work Group as enlarged by the Acquisition.
----------------------- ---------------------------------------------
Enlarged Share the ordinary share capital of Work
Capital Group in issue on Admission comprising
the New Ordinary Shares arising
pursuant to the Capital Reorganisation,
the Placing Shares and the Offer
Shares (and which expression assumes
that 100 per cent. acceptances
of the Offer shall have been received
prior to Admission).
----------------------- ---------------------------------------------
Euroclear Euroclear UK & Ireland Limited,
a company incorporated in England
and Wales and the operator of CREST.
----------------------- ---------------------------------------------
Existing Ordinary the 28,622,473 ordinary shares
Shares of 2p each of Work Group in issue
at the date of this announcement.
----------------------- ---------------------------------------------
FCA the Financial Conduct Authority
of the United Kingdom.
----------------------- ---------------------------------------------
First Closing the 21(st) day of the posting of
Date the Offer Document
----------------------- ---------------------------------------------
Form of Acceptance the form of acceptance and authority
relating to the Offer which will
be sent to Gordon Dadds Shareholders.in
respect of the Offer
----------------------- ---------------------------------------------
FSMA the Financial Services and Markets
Act 2000, as amended.
----------------------- ---------------------------------------------
General Meeting the general meeting of Work Group
to be convened pursuant to the
Notice.
----------------------- ---------------------------------------------
Gordon Dadds Gordon Dadds Group Limited, a private
limited liability company incorporated
in England and Wales with registered
number 02611363, whose registered
office is at 6 Agar Street, London
WC2N 4HN.
----------------------- ---------------------------------------------
Gordon Dadds the current directors of Gordon
Directors Dadds at the date of this announcement.
----------------------- ---------------------------------------------
Gordon Dadds Gordon Dadds and its subsidiary
Group undertakings.
----------------------- ---------------------------------------------
Gordon Dadds the entire issued share capital
Issued Share of Gordon Dadds at the date of
Capital this announcement, comprising 12,059,444
Gordon Dadds Shares.
----------------------- ---------------------------------------------
Gordon Dadds means shares in Gordon Dadds (or
Relevant Securities derivatives referenced thereto)
and securities convertible into,
rights to subscribe for and options
(including traded options) in respect
thereof
----------------------- ---------------------------------------------
Gordon Dadds the holders of Gordon Dadds Shares.
Shareholders
----------------------- ---------------------------------------------
Gordon Dadds ordinary shares of 10p each in
Shares the capital of Gordon Dadds.
----------------------- ---------------------------------------------
London Stock London Stock Exchange plc.
Exchange
----------------------- ---------------------------------------------
New Ordinary the ordinary shares of 1p each
Shares in the capital of Work Group following
the Capital Reorganisation.
----------------------- ---------------------------------------------
Notice the notice of General Meeting which
will set out the Resolutions.
----------------------- ---------------------------------------------
Offer the recommended offer by Work Group
for the entire issued share capital
of Gordon Dadds details of which
are set out in this announcement.
----------------------- ---------------------------------------------
Offer Shares the 13,417,143 New Ordinary Shares
to be allotted and issued by Work
Group to the Gordon Dadds Shareholders
as consideration for their acceptance
of the Offer.
----------------------- ---------------------------------------------
Official List the official list of the UK Listing
Authority.
----------------------- ---------------------------------------------
Panel the UK Panel on Takeovers and Mergers.
----------------------- ---------------------------------------------
Placing the conditional placing of the
Placing Shares by Arden Partners,
at the Placing Price to raise approximately
GBP20 million before expenses
----------------------- ---------------------------------------------
Placing Price 140p per Placing Share.
----------------------- ---------------------------------------------
Placing Shares the 14,285,714 New Ordinary Shares
to be allotted and issued pursuant
to the Placing.
----------------------- ---------------------------------------------
Prolegal Prolegal Solicitors Limited, a
private limited liability company
incorporated in England and Wales
with registered number 10328104,
whose registered office is at 6
Agar Street, London WC2N 4HN.
----------------------- ---------------------------------------------
Proposals the Acquisition, the Rule 9 Waiver,
the Placing, the Capital Reorganisation,
the Capital Reduction, the Change
of Name, the Companies Act Authorities,
and the application for Admission.
----------------------- ---------------------------------------------
Proposed Directors the proposed new directors of Work
Group with effect from Admission,
being Anthony Edwards, Adrian Biles,
Christopher Yates and David Furst
----------------------- ---------------------------------------------
Record Time the time and date the Capital Reorganisation
takes effect, expected to be 6.00
p.m. on the day of the General
Meeting
----------------------- ---------------------------------------------
relevant securities Gordon Dadds Relevant Securities
and/or Work Group Relevant Securities,
as the context requires.
----------------------- ---------------------------------------------
Resolutions the resolutions set out in the
Notice which are to be proposed
at the General Meeting for the
purpose of giving effect to the
Proposals.
----------------------- ---------------------------------------------
Restricted any jurisdiction where local laws
Jurisdiction or regulations may result in a
significant risk of civil, regulatory
or criminal exposure if information
concerning the Offer is sent or
made available in that jurisdiction.
----------------------- ---------------------------------------------
Rule 9 Rule 9 of the Takeover Code.
----------------------- ---------------------------------------------
Rule 9 Waiver the waiver granted by the Panel
(subject to the passing of the
Waiver Resolution) in respect of
the obligation of the Concert Party
to make a mandatory offer under
Rule 9 in connection with the Acquisition,
as more particularly described
in paragraph 4 of Part I of the
Circular.
----------------------- ---------------------------------------------
Share Scheme Work Group's unapproved share option
scheme
----------------------- ---------------------------------------------
subsidiary have the meanings given to them
and subsidiary by CA 2006.
undertaking
----------------------- ---------------------------------------------
Takeover Code the City Code on Takeovers and
Mergers.
----------------------- ---------------------------------------------
US or United the United States of America, its
States territories and possessions, any
state of the United States of America
and the district of Columbia and
all other areas subject to its
jurisdiction.
----------------------- ---------------------------------------------
Waiver Resolution the resolution to approve the Rule
9 Waiver numbered 2 in the Notice.
----------------------- ---------------------------------------------
Work Group Work Group plc, a public limited
or the Company liability company incorporated
in England and Wales with registered
number 03744673, whose registered
office is at Suite 2.01, 17 Hanover
Square, London W1S 1BN, including,
where the context admits, with
its subsidiary, Work Group Resources
Limited.
----------------------- ---------------------------------------------
Work Group the directors of Work Group on
Directors, the date of this announcement.
Work Group
Board or Existing
Directors
----------------------- ---------------------------------------------
Work Group means shares in Work Group (or
Relevant Securities derivatives referenced thereto)
and securities convertible into,
rights to subscribe for and options
(including traded options) in respect
thereof
----------------------- ---------------------------------------------
Work Group the registered holders of Existing
Shareholders Ordinary Shares.
----------------------- ---------------------------------------------
Unless otherwise indicated, all references in this document to
"GBP", "GBP", "pounds sterling", "pounds", "sterling", "pence" or
"p" are to the lawful currency of the United Kingdom.
All references to legislation in this announcement are to
English legislation unless the contrary is indicated.
Any reference to any provision of any legislation shall include
and amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
All times referred to in this announcement are to London times
unless otherwise specified.
IMPORTANT NOTICES AND DISCLAIMERS
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. The
Offer, if made, will be made solely pursuant to the Offer Document
which will contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Gordon Dadds
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been despatched.
This announcement (including the Appendices) does not constitute
or form part of any offer or any solicitation to purchase or
subscribe for securities in the United States. The Placing 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 Placing Shares in the United States or
elsewhere.
The Placing 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 Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by Work Group, Allenby Capital or
their agents or affiliates that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by Work
Group, Allenby Capital 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 Work Group, Allenby Capital 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 and the Cayman Islands, 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.
The Offer will not be made, directly or indirectly, in or into,
and will not be capable of acceptance in or from, Canada, Australia
or Japan. In addition it is not currently intended that the Offer
will be made, directly or indirectly, in or into, or by use of
mails or any means or instrumentality (including, without
limitation, facsimile transmission, telephone or internet) of
interstate or foreign commerce of, or any facilities of a national
securities exchange of, the United States and it is not currently
intended that the Offer will be capable of acceptance by any such
use, means, instrumentality or facility or from within the United
States. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in
or into or from the United States, Canada, Australia or Japan.
Custodians, nominees and trustees should observe these restrictions
and should not send or distribute the document in or into the
United States, Canada, Australia or Japan.
Important notices
Allenby Capital, which is authorised and regulated in the UK by
the FCA, is acting exclusively as financial adviser to Work Group
in relation to the Transaction and no-one else and will not be
responsible to anyone other than Work Group for providing the
protections offered to clients of Allenby Capital nor for providing
advice in relation to the Transaction or the contents of this
announcement, or any matter referred to herein.
Cairn Financial Advisers LLP which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Gordon Dadds as its Rule 3 adviser for the purposes
of the Takeover Code and for no one else in connection with the
subject matter of this announcement and Cairn will not be
responsible to anyone other than Gordon Dadds for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
The Work Group Directors accept responsibility for the
information contained in this announcement, other than the
information for which responsibility is taken by the Gordon Dadds
Directors pursuant to the paragraph immediately below. To the best
of the knowledge and belief of the Work Group Directors (who have
taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Gordon Dadds Directors accept responsibility for the
information contained in this announcement relating to Gordon
Dadds, themselves, their respective immediate families, related
trusts and connected persons and the recommendations and opinions
of the Gordon Dadds Directors relating to the Offer contained in
this announcement. To the best of the knowledge and belief of the
Gordon Dadds Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Forward-looking statements
This document may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of Work Group or Gordon Dadds and certain plans and
objectives of Work Group 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 Work Group 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. Work Group 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 Work Group nor any member of the Work Group,
nor Gordon Dadds nor any member of the Gordon Dadds 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
Work Group or Gordon Dadds. All subsequent oral or written forward
looking statements attributable to Work Group or Gordon Dadds, any
member of the Work Group or the Gordon Dadds 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.
No profit forecast
No statement in this announcement is intended as a profit
forecast or profit estimate for any period. No statement in this
announcement should be interpreted to mean that earnings per Gordon
Dadds Share or earnings per Work Group Share for the current or
future financial years would necessarily match or exceed the
historical published earnings per Gordon Dadds Share or earnings
per Work Group Share.
Application of the Takeover Code
Whilst Gordon Dadds is a private limited company, the Takeover
Code applies to it because it was admitted to trading on the Main
Market within the last ten years (under the name of Culver Holdings
plc).
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the website of Work Group and
Gordon Dadds at www.workgroupplc.com and www.gordondaddsgroup.com
by no later than 12 noon (London time) on the business day
following this announcement.
Number of Gordon Dadds securities in issue
Work Group confirms that, as at the date of this announcement,
it has 28,622,473 ordinary shares of GBP0.02 each in issue. The
International Securities Identification Number of Work Group Shares
is GB00B0VP0707.
Gordon Dadds confirms that, as at the date of this announcement,
it has 12,059,444 ordinary shares of GBP0.10 each in issue.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different places in this
announcement may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures
that precede them.
Contents of this announcement
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom,
or, if not, from another appropriately authorised independent
financial adviser.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3. Opening Position Disclosures
must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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