Schedule 1 - Harvey Nash Group 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:

Harvey Nash Group PLC

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

110 Bishopsgate, London EC2N 4AY

COUNTRY OF INCORPORATION:

England & Wales

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

www.harveynash.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:

The principal activities of Harvey Nash Group PLC ("Harvey Nash" or the "Company") are the provision of professional recruitment and offshore solutions. Headquartered in the UK with 40 offices globally covering the USA, Europe and Asia, the Company's core services comprise Leadership Services, Professional Recruitment and Offshore Services.

Leadership Services

Executive Search: Assists companies to attract, recruit and retain board members, top executives and senior management through high-level executive search.

Interim Management: Provides clients with executives and leadership for short-term assignments across a broad range of geographies, sectors and functions.

Leadership Consulting: Leadership consulting businesses support owners, boards and executive management with a range of strategic leadership services, including board evaluations, management development, audits, assessments and strategic HR consulting.

Professional Recruitment

Technology Recruitment: Provides organisations across more than 30 countries with skilled technology specialists as well as finance, HR and engineering professionals, on a flexible or permanent basis.

Recruitment Solutions: Provides tailored services that help companies recruit and manage their workforce more effectively, from payroll services to recruitment process outsourcing.

Offshore Services

Projects and Software Services: Provides application development, third party software maintenance and outsourced software services to clients across the world.

Managed Services/Business Process Outsourcing: Management of critical technology infrastructure functions, such as data centre operations, help desk services network administration, and business process outsourcing operations such as payroll and other back-office transactions.

 The main country of operation of the Company and its subsidiaries (the "Group") is the UK.

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):

73,450,393 ordinary shares of 5 pence each.

No shares are held in treasury.

The ordinary shares are freely transferable and have no restrictions as to transfer placed on them.

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

Capital to be raised on admission: n/a.

Anticipated market capitalisation on admission: £57.8 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

41.03%

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:

None

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):

Julia (Julie) Margaret Baddeley (Non-Executive Chair)

Albert George Hector Ellis (Chief Executive)

Mark Jonathan Garratt (Group Finance Director)

Simon Mark Wassall (European Managing Director)

Ian Robert Davies (Non-Executive Director)

David Charles Bezem (Non-Executive Director)

Kevin Richard Thomas (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):

Shareholders before and after admission:

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

None

(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 January

(ii) n/a - existing issuer moving from official list

(iii) 31 October 2017 (half yearly report for the six month period to 31 July 2017)

31 July 2018 (annual accounts for the full year to 31 January 2018)

31 October 2018 (half yearly report for the six month period to 31 July 2018)

EXPECTED ADMISSION DATE:

28 July 2017

NAME AND ADDRESS OF NOMINATED ADVISER:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

United Kingdom

NAME AND ADDRESS OF BROKER:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

United Kingdom

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:

n/a - quoted applicant

DATE OF NOTIFICATION:

29 June 2017

NEW/ UPDATE:

NEW

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

Premium segment of the UKLA Official List / Main Market of the London Stock Exchange

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

3 April 1997

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

The Company has adhered to the legal and regulatory requirements of the Official List / Main Market.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.harveynash.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The five key elements of the Company's growth strategy are to:

· leverage the Group's strengths in technology and digital staffing to win market share;

· strengthen each business through diversification by rolling out the portfolio of services, increasing critical mass and protecting against cyclicality;

· acquire earnings-enhancing businesses in core markets which reinforce market leadership and deliver synergies following integration with the Group platform;

· maintain a strong balance sheet and progressive cash returns to shareholders; and

· attract and retain the very best talent, fundamental to the achievement of long-term sustainable growth.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save for the measures that have already been taken which will result in a cost saving of circa £1.0 million in the current year, as set out in the AGM trading update announced on 29 June 2017, there has been no significant change in the financial or trading position of Harvey Nash since 31 January 2017, being the end of the last financial period for which audited financial statements have been published.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of Harvey Nash have no reason to believe that the working capital available to the Company or its Group will be insufficient for at least 12 months from the date of its admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will be through the CREST system for dealings in ordinary shares held in uncertificated form. Shares can also be dealt in certificated form.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.harveynash.com/group/investors

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

See Appendix to this Schedule One announcement, available at www.harveynash.com/group/investors

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

www.harveynash.com/group/investors

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None