Schedule 1 - Conviviality Retail plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Conviviality Retail plc (to be re-named Conviviality Plc) (the "Company")

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

Weston Road

Crewe

Cheshire

CW1 6BP

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.convivialityretail.co.uk

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company owns one of the UK's largest franchised off-licence and convenience chains with 624 stores as at 26 April 2015. The Directors consider that Conviviality has a distinctive retail proposition, offering a destination range of licensed products (alcohol and tobacco) and a convenient non-licensed assortment (soft drinks, confectionery, impulse and grocery) at competitive prices.

It is acquiring Matthew Clark (Holdings) Limited ("Matthew Clark") by means of a reverse takeover under Rule 14 of the AIM Rules for Companies.

Matthew Clark is the largest independent distributor to the UK on-trade drinks sector, generating more annual revenue than the aggregate of its seven largest independent drinks wholesaling competitors, and delivering to approximately 17,000 on-trade premises each year.

Matthew Clark offers a range of over 4,000 products including beers, wines, spirits, cider and soft drinks, sourced from in excess of 300 suppliers and has a nationwide distribution network of 14 depots.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

154,943,024 ordinary shares of £0.0002 each at an issue price of 150p

No restrictions as to transfer of the securities.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Placing of £130m. Anticipated market capitalisation on Admission: £232.4m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

10.78%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors

David Alexander Robertson Adams (Chairman)

Diana Hunter (Chief Executive Officer)

Christopher Andrew Humphreys (Chief Financial Officer)

Martin David Newman (Non-Executive Director)

Stephen Graham Wilson (Non-Executive Director)

Ian Martin Woodfine Jones (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

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

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 April

(ii) 28 February 2015 (Matthew Clark) and 26 April 2015 (Conviviality)

(iii) 31 January 2016, 31 October 2016, 31 January 2017

EXPECTED ADMISSION DATE:

29 September 2015

NAME AND ADDRESS OF NOMINATED ADVISER:

Zeus Capital Ltd

41 Conduit Street

London

W1S 2YQ

82 King Street

Manchester

M2 4WQ

NAME AND ADDRESS OF BROKER:

Zeus Capital Ltd

41 Conduit Street

London

W1S 2YQ

82 King Street

Manchester

M2 4WQ

Investec Bank plc

2 Gresham Street

London

EC2V 7QP

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.convivialityretail.co.uk

This website will contain full details about the Company and the admission of its ordinary shares to trading on AIM.

DATE OF NOTIFICATION:

8 September 2015

NEW/ UPDATE:

New