NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, HONG KONG OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THAT ACT OR AN AVAILABLE EXEMPTION FROM IT. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

This announcement is not an admission document or a prospectus and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor should it be relied upon in connection with any contract or commitment whatsoever. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulations and on the basis of the information in DSW Capital plc's ("DSW Capital" or "DSW" or the "Company") Admission Document dated 13 December 2021 (the "Admission Document") and any supplement thereto, intended to be published by the Company, in connection with the proposed placing of new ordinary shares of 0.25 pence each ("Ordinary Shares") and the proposed admission of all of its Ordinary Shares to trading ("Admission") on the AIM market ("AIM") of London Stock Exchange plc ("London Stock Exchange").

16 December 2021

DSW CAPITAL PLC

Admission to Trading on AIM and First Day Of Dealings

DSW Capital, a profitable, fast growing, mid-market, challenger professional services network, is pleased to announce the Admission of its Ordinary Shares to trading on AIM. Dealings will commence at 8.00 a.m. today, under the ticker "DSW". The ISIN of the Ordinary Shares is GB00BNG9H550 and the SEDOL is BNG9H55. 

DSW Capital, owner of the Dow Schofield Watts brand, is a profitable, fast growing, mid-market, challenger professional services network with a cash generative business model and scalable platform for growth. Originally established in 2002, by three KPMG alumni, DSW is one of the first platform models disrupting the traditional model of accounting professional services firms. DSW currently operates licensing arrangements with 19 licensee businesses with 82 fee earners ("FEs"), across six offices in England and one in Scotland. These trade primarily under the Dow Schofield Watts brand.

Shore Capital is acting as Nominated Adviser, Sole Bookrunner and Sole Broker in relation to the Admission and Placing and will act as Nominated Adviser and Sole Broker to the Company following Admission.

James Dow, Chief Executive of DSW Capital, commented:

"Joining AIM today is a momentous occasion for the whole of the DSW team and our stakeholders. It will allow us to invest more readily in the expansion of our Network and assist us in realising our vision to become the most sought-after destination for ambitious, entrepreneurial professionals to start and develop their own businesses. The UK accountancy marketplace is changing rapidly. An increasingly onerous regulatory environment, combined with the desire for lifestyle change driven by COVID-19, is a heady mix, which makes DSW's model increasingly attractive to ambitious professionals, who want autonomy, equality and opportunity and are seeking an alternative to the BIG 4.

"We look forward to life on the public markets, to the opportunities that brings for all our licensees, partners and employees, and to reporting on our progress, as we continue to challenge the traditional marketplace for professional services in the UK."

Total voting rights

Following Admission, the total number of Ordinary Shares in issue will be 21,387,508  each with equal voting rights. The Company does not hold any rights in treasury. The total voting rights figure can be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change of their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

All defined terms used in this announcement have the meanings set out in the Company's AIM Admission Document dated 13 December 2021, which is available on the Company's website: https://dswcapital.com.

For further information please contact:

About DSW Capital - https://dswcapital.com

DSW Capital, owner of the Dow Schofield Watts brand, is a profitable, fast growing, mid-market, challenger professional services network with a cash generative business model and scalable platform for growth. Originally established in 2002, by three KPMG alumni, DSW is one of the first platform models disrupting the traditional model of accounting professional services firms. DSW currently operates licensing arrangements with 19 licensee businesses with 82 fee earners ("FEs"), across six offices in England and one in Scotland. These trade primarily under the Dow Schofield Watts brand.

DSW's vision is for the DSW Network to become the most sought-after destination for ambitious, entrepreneurial professionals to start and develop their own businesses. Through a licensing model, DSW gives professionals the autonomy and flexibility to fulfil their potential. Being part of the DSW Network brings support benefits in recruitment, funding and infrastructure. DSW's challenger model attracts experienced, senior professionals, predominantly with a "Big 4" accounting firm background, who want to launch their own businesses and recognise the value of the Dow Schofield Watts brand and the synergies which come from being part of the DSW Network.

DSW aims to scale its agile model through organic growth, geographical expansion, additional service lines and investing in "Break Outs" (existing teams in larger firms). The Directors are targeting high margin, complementary, niche service lines with a strong synergistic fit with the existing DSW Network.

IMPORTANT INFORMATION

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefore.

Recipients of this announcement who are considering subscribing for or acquiring Ordinary Shares are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its accuracy, fairness or completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Shore Capital and Corporate Limited and/or Shore Capital Stockbrokers Limited ("Shore Capital"), or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information, opinions or beliefs or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with, this announcement. Shore Capital, which, in each case, are authorised and regulated by the Financial Conduct Authority are acting only for the Company in connection with the proposed Placing and Admission and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Shore Capital, or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Shore Capital's responsibilities, as the Company's nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or to any other person in respect of a decision to subscribe for or otherwise acquire Ordinary Shares in reliance on the Admission Document. No representation or warranty, express or implied, is made by Shore Capital or the Company or their respective affiliates as to any of its contents.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2 (e) of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"). In the United Kingdom, this announcement is addressed to and directed only at "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation, as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (as amended) and regulations made under that Act, who are (i) persons having professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO; or (iii) persons to whom it is otherwise lawful to communicate it (together, "relevant persons"). Any investment activity in relation to the Placing is available only to and will be engaged in only with (i) in the United Kingdom, relevant persons and (ii) in any member state of the European Economic Area, Qualified Investors. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and under no circumstances should persons of any other description rely on or act upon the contents of this announcement.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. No securities commission or similar authority in Canada has in any way passed on the merits of the Ordinary Shares and any representation to the contrary is an offence. No document in relation to the proposed Placing has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance. Subject to certain exceptions, the Ordinary Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into or from any jurisdiction in which the same would be unlawful or offered or sold to a person within such a jurisdiction.

Neither this announcement nor any copy of it may be (i) taken or transmitted into or distributed, directly or indirectly, in the United States (within the meaning of regulations made under the US Securities Act of 1933, as amended), or (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Canada, Australia, Japan, Hong Kong, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws. Any failure to comply with these restrictions may constitute a violation of the securities laws or other laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Placing. Persons considering an investment in such investments should consult an authorised person specialising in advising on such investments.

This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. Such forward looking statements are based on the Company's expectations of external conditions and events, current business strategy and plans and the other objectives of management for future operations and estimates and projections of the Company's financial performance. Though the Company believes these expectations to be reasonable at the date of this announcement, they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Group, or the industry in which the Group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future.

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

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.