Schedule 1 update - Shearwater 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:

Shearwater Group plc

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

Registered office - 22 Great James Street, London, WC1N 3ES

Trading address - Octagon Point, 5 Cheapside, London EC2V 6AA

COUNTRY OF INCORPORATION:

England and Wales

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

https://www.theshearwatergroup.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:

Shearwater is an AIM-quoted company focused on building a UK based group providing digital resilience solutions.

The Company's aim is to acquire and develop information security and cyber security companies with a leading product, solution or service capability whose full potential can be unlocked through active management and capital investment.

Shearwater Group plc is the holding company for the group's wholly-owned trading companies, including SecurEnvoy Limited, Xcina Limited and, following re-admission, Brookcourt Solutions Limited ("Brookcourt").

Brookcourt is a multi-award winning, UK-based cyber security company, focusing on the provision of networking and cyber security solutions to corporate and public sector organisations. Brookcourt's solutions help its customers by providing all and any aspect of the full end to end network design, supply, integration, support and managed services that a customer needs to assure and secure their network infrastructure in an advanced threat landscape. Brookcourt is headquartered in Redhill in Surrey, with a second office located in Bracknell and currently employs 28 people across both sites.

The Transaction consideration is £15.15m cash and £15.15m in Shearwater shares. This consideration structure has been amended from the earlier announced split of £22.95m cash and £7.35m in Shearwater shares. The cash consideration component of the Transaction will be financed through a fundraising consisting of a placing and an open offer (the "Fundraising"). The Transaction and the Fundraising are inter-conditional.

The Transaction constitutes a reverse takeover under AIM Rule 14 and accordingly, the Company will seek readmission ("Admission") of its shares to trading on AIM of the London Stock Exchange.

The Transaction and associated fundraising will be subject to the passing of relevant resolutions at the Company's general meeting to be confirmed.

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):

1,903,067,121 Ordinary shares of 1 penny each ("Ordinary Shares").

There will be no Ordinary Shares held in treasury and no restrictions on the transfer of the securities.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Gross capital raised on admission - Placing of £16.7m and additional £0.9m under open offer.

Implied market capitalisation - £68.5m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Before Admission 45.8 per cent.

Post Admission 40.3 per cent.

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:

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):

Directors

David Jeffreys Williams (Chairman)

Michael Joseph ("Mo") Stevens (Chief Executive Officer)

Robin Simon Southwell (Non-Executive Director)

Stephen Robert Ball (Non-Executive Director)

Giles Kirkley Willits (Non-Executive Director)

Proposed Directors

Paul John McFadden (Interim Finance 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) 31 March

(ii) Target's information is to 31 December 2017. Shearwater's information is audited annual financial information to 31 March 2018.

(iii) Half year report for the six months ended 30 September 2018 published by 31 December 2018. Annual report for the year ended 31 March 2019 published by 30 September 2019. Half year report for the six months ended 30 September 2019 published by 31 December 2019.

EXPECTED ADMISSION DATE:

17 October 2018

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities

6.7.8 Tokenhouse Yard

London EC2R 7AS

NAME AND ADDRESS OF BROKER:

Cenkos Securities

6.7.8 Tokenhouse Yard

London EC2R 7AS

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 containing full details about the Group and the admission of its ordinary shares will be available from the registered office of the Company, being 22 Great James Street, London WC1N 3ES, and on the Company's website www.theshearwatergroup.co.uk.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA

DATE OF NOTIFICATION:

16 October 2018

NEW/ UPDATE:

UPDATE