Schedule 1 update - 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 (the "Company")

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

Registered Office (existing):

235 Hunts Pond Road

Fareham

Hampshire

PO14 4PJ

Registered Office (from Admission):

5 New Street Square

London EC4A 3TW

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:

Upon admission to trading on AIM ("Admission") and in the short to medium term the Company will be an investing company under the AIM Rules with an Investing Policy (details below).

The directors, following Admission, intend to develop the Company as a quoted platform principally for investment in, and the investment management of, relatively differentiated, specialist or illiquid assets. The directors intend to use part of the proceeds of the placing to make investments in line with the Company's Investing Policy and to develop an asset management business, either organically or through one or more acquisitions. The development of such an asset management business may lead to the Company ceasing to be an investing company under the AIM Rules and instead become a trading company. Furthermore, in the event the Company makes an acquisition, in the development of the asset management business, which is classified as a reverse takeover under the AIM Rules, the Company will be required to publish an Admission Document.

The directors will review the group's existing assets at Admission and develop an appropriate strategy for each asset. As any of the existing assets are realised, the directors will redeploy the proceeds of realisation in accordance with the Investment Policy and/or the development of an asset management business.

Details of Investing Policy:

The Company will seek to use the expertise and experience of its board of directors and members of the Investment Committee to invest according to a robust private equity-style investment philosophy. The Company's investing policy is to invest in assets that will typically have a number of the following characteristics:

· an illiquidity discount;

· a minimum target internal rate of return (IRR) of 15 per cent;

· cash generative (or expected to generate cash within a reasonable investment horizon);

· relatively differentiated, specialist or illiquid;

· attractive management track records;

· potential for superior risk adjusted returns;

· potential for liquidity or exit within an identified time frame;

· potential for the Company to have a competitive advantage; and/or

· potential for the Company to add incremental value to an investment.

The board of directors will consider investment in a number of business areas, particularly those sectors in which the board of directors collectively believes that it and/or members of the Investment Committee has the necessary expertise and experience to be able to manage the opportunity. The board of directors and members of the Investment Committee have a wide network of contacts to assist in the identification, evaluation and funding of suitable investment opportunities.

The Company may, directly or indirectly invest in publicly and/or privately held companies (primarily in equity and also in debt instruments), set up (and potentially co-invest in) funds, and enter into derivative contracts.

Investments may be made in any country globally and be either passive or active. The Company will not invest more than 35 per cent. of the group's gross assets, at the time when the investment is made, in securities issued by any single company other than, subject to certain restrictions, in a single collective investment undertaking or fund structure. The Company has no borrowing limits. A typical direct investment will be expected to have a holding period of between three to five years, but may be shorter or longer. The directors' initial intention is to re-invest profits into the Company rather than paying dividends and shareholder returns are likely to be through capital appreciation.

Full details of the Company's Investing Policy and strategy are published in the Admission Document.

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):

5,369,880 existing ordinary shares of 25p each ("Ordinary Shares"), and

3,973,510 new Ordinary Shares at an issue price of 286.9 pence per share to be issued at Admission; and

Up to 1,073,976 shareholder warrants to subscribe for Ordinary Shares (to be issued on 1 for 5 basis to existing shareholders immediately prior to Admission).

There are no restrictions on the transfer of the securities and there will be no ordinary shares held in treasury on Admission.

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

Capital to be raised on Admission via a placing for cash: £11.5 million (inclusive of subscriptions for unquoted Supporter Warrants)

Anticipated Market Capitalisation on Admission: £26.8 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

17%

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:

The Ordinary Shares are currently admitted to trading on the Main Market of the London Stock Exchange and listed on the Official List. Trading on the Main Market and listing on the Official List will cease upon Admission.

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:

Antony (Tony) Gerard Ebel, Non-Executive Chairman*

Brian James Hallett, Non-Executive Director*

John Anthony Crosbie Lorimer, Non-Executive Director*

Richard Andrew Chadwick, Non-Executive Director

* Tony Ebel, Brian Hallett and John Lorimer will cease to be directors with effect from Admission

Proposed Directors (with effect from Admission):John Anthony Victor Townsend, proposed Non-Executive Chairman

Anthony (Tony) Lionel Dalwood, proposed Chief Executive

Michael Charles Phillips, proposed Strategic Development Director

Duncan James Langlands Abbot, proposed Finance Director

Peter Geoffrey Moon, proposed senior 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):

Before Admission:

RevCap Estates 24 Limited: 21.80%

The Trustees of the Rowe Trust: 12.00%

A P (Fred) Stirling: 8.72%

Standard Life Investments 4.95%

Following Admission:

RevCap Estates 24 Ltd: 12.53% (and 21.80% of the shareholder warrants)

River & Mercantile Asset Management: 7.46%

Majedie Asset Management: 7.46%

The Trustees of the Rowe Trust: 6.89%(and 12.00% of the shareholder warrants)

Helium Rising Stars Fund: 6.74%

A P (Fred) Stirling: 5.01% (and 8.72% of the shareholder warrants)

Rathbone Investment Management: 3.06%

Standard Life Investments: 2.85% (and 4.95% of the shareholder warrants)

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 December

(ii) 30 June 2014 (unaudited interim statements)

(iii) 30 June 2015 (annual report for the twelve months ending 31 December 2014)

30 September 2015 (interim report for the six months ending 30 June 2015)

30 June 2016 (annual report for the twelve months ending 31 December 2015)

EXPECTED ADMISSION DATE:

1 December 2014

NAME AND ADDRESS OF NOMINATED ADVISER:

Westhouse Securities Limited

110 Bishopsgate

London, EC2N 4AY

NAME AND ADDRESS OF BROKER:

Westhouse Securities Limited

110 Bishopsgate

London, EC2N 4AY

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 securities, is available on the Company's website (www.greshamhouse.com) in accordance with AIM Rule 26.

DATE OF NOTIFICATION:

28 November 2014

NEW/ UPDATE:

Update