DWF GROUP PLC

M&A Activity • Dec 20, 2019

National Storage Mechanism | Additional information

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RNS Number : 7034X

DWF Group PLC

20 December 2019

DWF Group plc

("DWF", the "Group" or the "Company")

DWF completes acquisition of RCD to establish a major presence in Spain

20 December 2019

DWF, the global legal business providing Complex, Managed and Connected Services, announces that it has now completed the acquisition of Rousaud Costas Duran ("RCD"), a leading independent Spanish law firm. This follows an announcement on 11 December 2019 that DWF had reached a definitive agreement to acquire RCD, subject to the satisfaction of certain pre-conditions.

Now that the pre-conditions have been met, DWF has acquired full ownership of RCD from its equity partners for an Initial Consideration of €35.0m (£29.4m), of which €7.4m (£6.2m) was satisfied in cash and €27.6m (£23.2m) was satisfied by the issue of 19,525,927 new ordinary shares in DWF (the "Consideration Shares"). As agreed by the parties, 1,966,172 of the Consideration Shares have been issued to DWF's Employee Benefit Trust for the purpose of remunerating and incentivising employees of RCD.

The maximum potentially payable to the RCD sellers, including potential Contingent Consideration and Deferred Consideration if certain conditions are met, is €50.5m (£42.5m).

Application has been made for the Consideration Shares to be admitted to listing on the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange at 8.00 a.m. on Monday 23 December 2019.

Following the issue of the Consideration Shares, the Company's issued share capital consists of 319,525,927 ordinary shares with voting rights. There are no ordinary shares held in treasury. This figure may be used by shareholders (and others with notification obligations) as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, DWF under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

For further information:
DWF Group plc Andrew Leaitherland Chris Stefani James Igoe	+44(0)20 7280 8929
Finsbury Ed Simpkins Charles O'Brien	+44(0)20 7251 3801
Stifel Stewart Wallace Tom Marsh	+44 (0)20 7710 7600
Jefferies Max Jones William Brown	+44 (0)20 7548 4576
Zeus Dominic King Dan Bate	+44 (0) 20 3829 5607

Notes to Editors

About DWF

DWF is a global legal business providing Complex, Managed and Connected Services, operating from 28 key locations with approximately 3,200 people. The Company became the first Main Market Premium Listed legal business on the London Stock Exchange in March 2019. DWF recorded revenue of £272.4 million in the year ended 30 April 2019. For more information visit: www.dwf.law 

About RCD

Founded in 2003, RCD is a leading provider of comprehensive legal advice and has over 20 legal and sectoral areas of expertise. With a team of over 400 professionals led by 40 partners, it ranks among the top Spanish law firms. RCD has been recognized for the past four years for its innovative capacity in the European ranking Financial Times FT - Innovative Lawyers. The firm has offices in Madrid, Barcelona and Valencia. For more information visit: www.rcd.legal

Forward-looking statements

This announcement contains certain forward-looking statements with respect to RCD's and the Group's current targets, expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The Company does not assume any obligation to update or correct information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Other notices

Certain figures included in this announcement, including financial information, have been subjected to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

All references to times in this announcement are to London time unless otherwise stated.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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