Schedule 1 - Garner 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:

Garner Plc

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

6 Derby Street, Mayfair, London W1J 7AD

COUNTRY OF INCORPORATION:

UK

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

www.garnerinternational.com

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

Garner is an executive search firm whose main country of operation is the UK. Garner is already admitted to trading on AIM and admission is being sought now in accordance with Rule 14 on the reverse acquisition of three companies - BNB Recruitment Consultancy Limited, Bancomm and BNB Recruitment Overseas Holdings Limited (together the "NB Companies"). The NB Companies are similarly executive search firms (under the brand "Norman Broadbent") and their main areas of operation is the UK, although they also have a presence in the US, Canada, Dubai and Spain.

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):

70,855,541 ordinary shares of 1 pence each at a placing price of 3 pence each. No shares are held in treasury. The transaction will also see the cancellation of the 1,043,566 Garner preference shares of 50 pence each which are currently admitted to trading on AIM.

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

£0.73m to be raised on admission. Market capitalisation on admission at the placing price £2.2 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

46.81% not in public hands (being the shares held by the directors as there are no substantial shareholders).

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

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):

Andrew Charles Garner

Susan (Sue) Anne O'Brien

John Bartle

Richard Graham Robinson

Bruce Richard Lakefield

There are no changes to the constitution of the board as a consequence of the Rule 14 Reverse. However, John Bartle will step down as Chairman, Andrew Garner will become Chairman and Sue O'Brien will become Managing 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:

Craigie Mains Limited has received a total of £14,679.12 (inc VAT) in connection with consultancy services relating to a potential acquisition by Garner Plc. 

ANTICIPATED ACCOUNTING REFERENCE DATE 

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

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

31 December 

The audited accounts for each of the three NB Companies are presented in the document for the years to 31 December 2005, 2006 and 2007 together with the unaudited interims to 30 June 2008 (Garner announced its unaudited interims to June 2008 on 30 September 2008). The three years audited accounts to 31 December 2005, 2006 and 2007 in relation to Garner are available on the company's website

The next report to be published by Garner Plc will be for the year to 31 December 2008 and must be published by 30 June 2009, thereafter the interims to 30 June 2009 which are due by 30 September 2009 and lastly the 12 months to 31 December 2009 which is due by 30 June 2010.

EXPECTED ADMISSION DATE:

3 December 2008

NAME AND ADDRESS OF NOMINATED ADVISER:

Dowgate Capital Advisers Limited

46 Worship Street, London EC2A 2EA 

NAME AND ADDRESS OF BROKER:

St Helen's Capital Plc

15 St Helen's Place, London EC3A 6DE

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.garnerinternational.com

Field Fisher Waterhouse, 35 Vine Street, London EC3N 2AA

DATE OF NOTIFICATION:

19 November 2008

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