Acquisition of Hamer Associates Limited

Gateley (Holdings) Plc

('Gateley' or the 'Group')

Acquisition of Hamer Associates Limited ('Hamer Associates')

Issuance of Equity and Total Voting Rights

Gateley (Holdings) Plc (AIM:GTLY), a leading national full-service commercial law firm, is pleased to announce the acquisition of UK surveyors Hamer Associates, leading specialists in the fields of Easements and Wayleaves and Compulsory Purchase and Compensation.  Hamer Associates, to be renamed Gateley Hamer, is the second acquisition that Gateley has made since the Group's admission to AIM in June 2015; the first being the acquisition of Gateley Capitus, which completed in April 2016.

Terms of the acquisition

Gateley will pay initial consideration of approximately £1.0 million split equally between cash and the issuance of 388,029 ordinary shares of 10 pence each in Gateley ('Ordinary Shares').  Deferred consideration of up to approximately £1.0 million is also payable depending on the financial performance of the business in the two years following completion, again split equally between cash and Ordinary Shares, such that total consideration payable cannot exceed £2.05 million.  The acquisition is being made on a net working capital neutral basis. 

Hamer Associates is a profitable and well established business.  In the year ended 31 March 2016, Hamer Associates generated revenues of £1.2 million and operating profit of £292,000.  The Board expects the acquisition to be immediately earnings enhancing.

Background to Hamer Associates

Established in Birmingham in 2000, Hamer Associates is a specialist property consultancy business providing expert advice across the UK relating to Easements and Wayleaves for utilities infrastructure, and Compulsory Purchase and Compensation.  In Charles Hamer and Jonathan Stott the business is led by industry experts with over 55 years' experience between them.

The Hamer Associates' Easements and Wayleaves team advises property developers on negotiations in relation to the removal of utility infrastructure (pylons, cables, pipes etc) from development sites, and negotiates compensation for loss of development value where that infrastructure remains in-situ.

The Compulsory Purchase and Compensation team advises project promoters on all aspects of compulsory purchase, from initial consultation through to settlement of claims; facilitating housing, regeneration, infrastructure and energy projects.  The team also represents landowners and businesses affected by compulsory purchase (examples including High Speed 2, Crossrail and Thames Tideway Tunnel).

Acquisition rationale

The acquisition of Hamer Associates is consistent with Gateley's IPO growth strategy to acquire businesses offering complementary professional and other specialist services across Gateley's five business groups, including property. In completing this transaction Gateley will add, alongside Gateley Capitus, a second specialist property business whose focus is to unlock latent value in its clients' property assets. The acquisition will further enhance Gateley's ability to support its property clients, offering them not only a first rate legal service, but also a suite of specialist commercial property services.  The business will sit alongside Gateley's national property business, which itself acts for an array of developers, including seventeen of the UK's top twenty house builders.

Commenting on the acquisition, Michael Ward, CEO of Gateley, said:

"I am delighted to welcome Hamer Associates to Gateley, the second acquisition we have made post-flotation in our strategy to bring complimentary and specialist services in to the Group. Hamer's first-class reputation and acknowledged expertise has generated an impressive list of both private and public-sector clients and we are excited about the new opportunities the acquisition brings to both Hamer and the wider Gateley group."

Commenting on the acquisition, Charles Hamer, the founder and Chairman of Hamer Associates said:

"We are excited to be joining Gateley and look forward to delivering an enhanced service offering to our clients.  We are looking forward to growing both our Easements & Wayleaves and Compulsory Purchase & Compensation teams as we continue to increase our market share in both sectors."

As set out above, 388,029 Ordinary Shares are to be issued in connection with the acquisition of Hamer Associates which are expected to be admitted to trading on 22 September 2016 ('Admission').

The new Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue. Following Admission, Gateley's total issued share capital will comprise 106,784,941 Ordinary Shares. This number may be used by shareholders in Gateley as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Gateley under the FCA's Disclosure Guidance and Transparency Rules.

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The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon publication of this announcement, this information is now considered to be in the public domain.