Schedule 1 - Gresham House 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:

Gresham House plc

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

REGISTERED OFFICE:

5 New Street Square

London

EC4A 3TW

TRADING ADDRESS:

12 Austin Friars

London

EC2N 2HE

COUNTRY OF INCORPORATION:

England

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

www.greshamhouse.com

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:

Gresham House plc ("Gresham House" or "the Company"), the UK based and incorporated specialist asset manager focused on alternative investment strategies and illiquid asset classes, has announced that it is proposed that its wholly owned subsidiary, Gresham House Holdings Limited will acquire 100% of Aitchesse Limited ("Aitchesse"), one of the leading managers of forestry and timber assets in the UK. Admission is sought due to the acquisition of Aitchesse being a Reverse Takeover under Rule 14. The acquisition of Aitchesse will cause Gresham House to migrate from being an investing company to being a trading business.

The consideration for the acquisition comprises initial consideration of £4.02 million and, subject to achieving an EBITDA target, up to £3.47 million of additional consideration. The initial consideration is to be satisfied by the payment of £1.84 million in cash (of which £0.37 million shall be used to repay to Aitchesse amounts owing by certain of the Sellers), £0.67 million by the issue of the Short Term Loan Notes to the Sellers and £1.5 million by the issue of 507,523 Ordinary Shares (based on a price of 298.5p per Ordinary Share (being the NAV at 30 June 2015)). The initial cash consideration will be satisfied out of the Group's existing cash resources. Subject to achieving an EBITDA target during the period to 28 February 2018, the additional consideration is to be satisfied by the payment of up to £1.50 million in cash and up to £2.20 million by the issue of up to 736,074 Ordinary Shares to the Sellers (based on a price of 298.5p per share).

Established in 2002 and based in Perth, Scotland, Aitchesse manages the portfolios of four clients and has assets under management of £192.7 million as at 30 June 2015 (based upon the latest available (or agreed) valuations for its clients' portfolios). Since 2007 until 30 June 2015, Aitchesse's assets under management have increased from approximately £38 million to approximately £193 million.

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):

9,850,961 ordinary shares of 25 pence each ("Ordinary Shares")

1,073,855 Warrants over Ordinary Shares

507,522 Ordinary Shares are to be issued to satisfy the initial consideration for the acquisition of Aitchesse Limited and will be subject to a lock-in for a period of 12 months following admission.

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

Capital to be raised: None

Expected Market Capitalisation: £32.3 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

21.6%

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:

NA

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):

John Anthony Victor Townsend - Chairman

Anthony (Tony) Lionel Dalwood - CEO

Duncan James Langlands Abbot - Finance Director

Richard Andrew Chadwick - Non-Executive Director

Peter Geoffrey Moon - Senior Non-Executive Director

Michael Charles Phillips - Strategic Development 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:

NA

(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) 31 December

(ii) 30 June 2015 for both Aitchesse Limited and Gresham House plc

(iii) 30 June 2016 (annual report for the 12 months ended 31 December 2015)

30 September 2016 (interim report for the 6 months ended 30 June 2016)

30 June 2017 (annual report for the 12 months ended 31 December 2016)

EXPECTED ADMISSION DATE:

23 November 2015

NAME AND ADDRESS OF NOMINATED ADVISER:

Liberum Capital Limited

Level 12 Ropemaker Place

25 Ropemaker Street

London EC2Y 9LY

NAME AND ADDRESS OF BROKER:

Liberum Capital Limited

Level 12 Ropemaker Place

25 Ropemaker Street

London EC2Y 9LY

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:

The Admission Document, which contains full details about the applicant and the admission of its ordinary shares to AIM, is available on the Company's website (www.greshamhouse.com) in accordance with AIM Rule 26.

DATE OF NOTIFICATION:

4 November 2015

NEW/ UPDATE:

New