17 May 2023

DSW CAPITAL PLC

("DSW Capital", "DSW" or the "Company")

(AIM:DSW)

Trademark Licence Agreement Update

DSW Capital, a profitable mid-market, challenger professional services licence network and owner of Dow Schofield Watts brand, has entered into an updated Trademark Licence Agreement (the "Agreement") with one of its licensees', PHD Industrial Holdings Limited ("PHD IH"). Under the Agreement, which replaces an existing trademark licence agreement, PHD IH, will continue to pay a fixed licence fee of £144k p.a. payable quarterly in arrears. There is also a service contract in place whereby central costs are recharged on a per head basis (c.£48k p.a.), known as a "desk charge", that will continue to be paid.

The Agreement shall be for a fixed period expiring on 31 December 2024. Furthermore, PHD IH will have the right to acquire the trademark "PHD Industrial Holdings" from the Group for a payment of £1 after the expiration of the Agreement.

James Dow, CEO of the DSW Capital is a director of PHD IH and together with other directors of PHD IH owns a combined shareholding of greater than 30% of PHD IH. PHD IH is, therefore, a related party as defined in the AIM Rules. Accordingly, the Agreement is classed as a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

The independent directors of the Group for the purposes of this transaction, being all directors other than James Dow, having consulted with the Group's nominated adviser, Shore Capital, consider the terms of the Agreement to be fair and reasonable insofar as the Group's shareholders are concerned.

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Notes to Editors  

About DSW Capital

DSW Capital, owner of the Dow Schofield Watts brand, is a profitable, 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 now operates licensing arrangements with 20 licensee businesses with 97 fee earners ("FEs"), across seven offices in England and two 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.