TIDMDSW
RNS Number : 8009V
DSW Capital PLC
16 December 2021
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA, AUSTRALIA, HONG KONG OR ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION UNDER THAT ACT OR AN AVAILABLE EXEMPTION
FROM IT. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE
UNITED STATES.
This announcement is not an admission document or a prospectus
and does not constitute or form part of, and should not be
construed as, an offer of securities for subscription or sale in
any jurisdiction nor should it be relied upon in connection with
any contract or commitment whatsoever. Investors should not
subscribe for or purchase any securities referred to in this
announcement except in compliance with applicable securities laws
and regulations and on the basis of the information in DSW Capital
plc's ("DSW Capital" or "DSW" or the "Company") Admission Document
dated 13 December 2021 (the "Admission Document") and any
supplement thereto, intended to be published by the Company, in
connection with the proposed placing of new ordinary shares of 0.25
pence each ("Ordinary Shares") and the proposed admission of all of
its Ordinary Shares to trading ("Admission") on the AIM market
("AIM") of London Stock Exchange plc ("London Stock Exchange").
16 December 2021
DSW CAPITAL PLC
Admission to Trading on AIM and First Day Of Dealings
DSW Capital, a profitable, fast growing, mid-market, challenger
professional services network, is pleased to announce the Admission
of its Ordinary Shares to trading on AIM. Dealings will commence at
8.00 a.m. today, under the ticker "DSW". The ISIN of the Ordinary
Shares is GB00BNG9H550 and the SEDOL is BNG9H55.
DSW Capital, owner of the Dow Schofield Watts brand, is a
profitable, fast growing, mid-market, challenger professional
services network with a cash generative business model and scalable
platform for growth. Originally established in 2002, by three KPMG
alumni, DSW is one of the first platform models disrupting the
traditional model of accounting professional services firms. DSW
currently operates licensing arrangements with 19 licensee
businesses with 82 fee earners ("FEs"), across six offices in
England and one in Scotland. These trade primarily under the Dow
Schofield Watts brand.
Shore Capital is acting as Nominated Adviser, Sole Bookrunner
and Sole Broker in relation to the Admission and Placing and will
act as Nominated Adviser and Sole Broker to the Company following
Admission.
James Dow, Chief Executive of DSW Capital, commented:
"Joining AIM today is a momentous occasion for the whole of the
DSW team and our stakeholders. It will allow us to invest more
readily in the expansion of our Network and assist us in realising
our vision to become the most sought-after destination for
ambitious, entrepreneurial professionals to start and develop their
own businesses. The UK accountancy marketplace is changing rapidly.
An increasingly onerous regulatory environment, combined with the
desire for lifestyle change driven by COVID-19, is a heady mix,
which makes DSW's model increasingly attractive to ambitious
professionals, who want autonomy, equality and opportunity and are
seeking an alternative to the BIG 4.
"We look forward to life on the public markets, to the
opportunities that brings for all our licensees, partners and
employees, and to reporting on our progress, as we continue to
challenge the traditional marketplace for professional services in
the UK."
Total voting rights
Following Admission, the total number of Ordinary Shares in
issue will be 21,387,508 each with equal voting rights. The Company
does not hold any rights in treasury. The total voting rights
figure can be used by Shareholders as the denominator for the
calculations by which they will determine whether they are required
to notify their interest in, or a change of their interest in, the
Company under the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority.
All defined terms used in this announcement have the meanings
set out in the Company's AIM Admission Document dated 13 December
2021, which is available on the Company's website:
https://dswcapital.com .
For further information please contact:
DSW Capital
James Dow, Chief Executive Officer Tel: +44 (0) 1928
Nicole Burstow, Chief Financial Officer 378 029
Tel: +44 (0) 1928
378 039
Shore Capital (Nominated Adviser, Sole Bookrunner Tel: +44 (0)20 7408
& Sole Broker) 4090
Hugh Morgan / James Thomas / John More
Guy Wiehahn (Corporate Broking)
Belvedere Communications
Cat Valentine Tel: +44 (0) 7715
Keeley Clarke 769 078
Tel: +44 (0) 7967
816 525
dsw@belvederepr.com
About DSW Capital - https://dswcapital.com
DSW Capital, owner of the Dow Schofield Watts brand, is a
profitable, fast growing, mid-market, challenger professional
services network with a cash generative business model and scalable
platform for growth. Originally established in 2002, by three KPMG
alumni, DSW is one of the first platform models disrupting the
traditional model of accounting professional services firms. DSW
currently operates licensing arrangements with 19 licensee
businesses with 82 fee earners ("FEs"), across six offices in
England and one in Scotland. These trade primarily under the Dow
Schofield Watts brand.
DSW's vision is for the DSW Network to become the most
sought-after destination for ambitious, entrepreneurial
professionals to start and develop their own businesses. Through a
licensing model, DSW gives professionals the autonomy and
flexibility to fulfil their potential. Being part of the DSW
Network brings support benefits in recruitment, funding and
infrastructure. DSW's challenger model attracts experienced, senior
professionals, predominantly with a "Big 4" accounting firm
background, who want to launch their own businesses and recognise
the value of the Dow Schofield Watts brand and the synergies which
come from being part of the DSW Network.
DSW aims to scale its agile model through organic growth,
geographical expansion, additional service lines and investing in
"Break Outs" (existing teams in larger firms). The Directors are
targeting high margin, complementary, niche service lines with a
strong synergistic fit with the existing DSW Network.
IMPORTANT INFORMATION
This announcement does not constitute, or form part of, any
offer or invitation to sell, allot or issue, or any solicitation of
any offer to purchase or subscribe for, any securities in the
Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in
connection with or act as an inducement to enter into, any contract
or commitment therefore.
Recipients of this announcement who are considering subscribing
for or acquiring Ordinary Shares are reminded that any such
acquisition or subscription must be made only on the basis of the
information contained in the final Admission Document, which may be
different from the information contained in this announcement. No
reliance may be placed, for any purpose whatsoever, on the
information or opinions contained in this announcement or on its
accuracy, fairness or completeness. To the fullest extent permitted
by applicable law or regulation, no undertaking, representation or
warranty, express or implied, is given by or on behalf of the
Company, Shore Capital and Corporate Limited and/or Shore Capital
Stockbrokers Limited ("Shore Capital"), or their respective parent
or subsidiary undertakings or the subsidiary undertakings of any
such parent undertakings or any of their respective directors,
officers, partners, employees, agents, affiliates, representatives
or advisers or any other person as to the accuracy, sufficiency,
completeness or fairness of the information, opinions or beliefs
contained in this announcement and, save in the case of fraud, no
responsibility or liability is accepted by any of them for any
errors, omissions or inaccuracies in such information, opinions or
beliefs or for any loss, cost or damage suffered or incurred,
howsoever arising, from any use, as a result of the reliance on, or
otherwise in connection with, this announcement. Shore Capital,
which, in each case, are authorised and regulated by the Financial
Conduct Authority are acting only for the Company in connection
with the proposed Placing and Admission and are not acting for or
advising any other person, or treating any other person as their
respective client, in relation thereto and will not be responsible
for providing the regulatory protection afforded to clients of
Shore Capital, or advice to any other person in relation to the
matters contained herein. Such persons should seek their own
independent legal, investment and tax advice as they see fit. Shore
Capital's responsibilities, as the Company's nominated adviser
under the AIM Rules for Nominated Advisers and AIM Rules for
Companies will be owed solely to the London Stock Exchange and not
to the Company, to any of its directors or to any other person in
respect of a decision to subscribe for or otherwise acquire
Ordinary Shares in reliance on the Admission Document. No
representation or warranty, express or implied, is made by Shore
Capital or the Company or their respective
affiliates as to any of its contents.
This announcement is only addressed to, and directed at, persons
in member states of the European Economic Area who are qualified
investors ("Qualified Investors") within the meaning of Article 2
(e) of the Prospectus Regulation (EU) 2017/1129 ("Prospectus
Regulation"). In the United Kingdom, this announcement is addressed
to and directed only at "qualified investors" within the meaning of
Article 2(e) of the Prospectus Regulation, as it forms part of
English law by virtue of the European Union (Withdrawal) Act 2018
(as amended) and regulations made under that Act, who are (i)
persons having professional experience in matters relating to
investments, i.e., investment professionals within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "FPO"); (ii) high net-worth
companies, unincorporated associations and other bodies within the
meaning of Article 49 of the FPO; or (iii) persons to whom it is
otherwise lawful to communicate it (together, "relevant persons").
Any investment activity in relation to the Placing is available
only to and will be engaged in only with (i) in the United Kingdom,
relevant persons and (ii) in any member state of the European
Economic Area, Qualified Investors. It is not intended that this
announcement be distributed or passed on, directly or indirectly,
to any other class of person and under no circumstances should
persons of any other description rely on or act upon the contents
of this announcement.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The Ordinary Shares have not been and will not be
registered under the US Securities Act of 1933, as amended, and may
not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States. No securities
commission or similar authority in Canada has in any way passed on
the merits of the Ordinary Shares and any representation to the
contrary is an offence. No document in relation to the proposed
Placing has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission, and no
registration statement has been, or will be, filed with the
Japanese Ministry of Finance. Subject to certain exceptions, the
Ordinary Shares may not be, directly or indirectly, offered, sold,
taken up, delivered or transferred in or into or from any
jurisdiction in which the same would be unlawful or offered or sold
to a person within such a jurisdiction.
Neither this announcement nor any copy of it may be (i) taken or
transmitted into or distributed, directly or indirectly, in the
United States (within the meaning of regulations made under the US
Securities Act of 1933, as amended), or (ii) taken or transmitted
into, distributed, published, reproduced or otherwise made
available or disclosed in Canada, Australia, Japan, Hong Kong, New
Zealand or the Republic of South Africa or to any resident thereof,
except in compliance with applicable securities laws. Any failure
to comply with these restrictions may constitute a violation of the
securities laws or other laws of any such jurisdiction. The
distribution of this announcement in other jurisdictions may be
restricted by law and the persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions.
Acquiring securities to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. The value of shares can decrease as well as
increase. This announcement does not constitute a recommendation
concerning the Placing. Persons considering an investment in such
investments should consult an authorised person specialising in
advising on such investments.
This announcement contains certain statements that are, or may
be, forward looking statements with respect to the financial
condition, results of operations, business achievements and/or
investment strategy of the Company. Such forward looking statements
are based on the Company's expectations of external conditions and
events, current business strategy and plans and the other
objectives of management for future operations and estimates and
projections of the Company's financial performance. Though the
Company believes these expectations to be reasonable at the date of
this announcement, they may prove to be erroneous. Forward looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, achievements or
performance of the Group, or the industry in which the Group
operates, to be materially different from any future results,
achievements or performance expressed or implied by such forward
looking statements. Past performance cannot be relied upon as a
guide to future performance and should not be taken as a
representation that trends or activities underlying past
performance will continue in the future.
Certain figures in this announcement, including financial
information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
to the total figure given.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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END
MSCMZMMZNKDGMZM
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December 16, 2021 02:00 ET (07:00 GMT)
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