Earnout Consideration

5 February 2021

GATELEY (HOLDINGS) PLC

("Gateley" or the "Group")

AIM: GTLY

Payment of earnout consideration to Gateley Vinden

Gateley (Holdings) Plc (AIM:GTLY), the legal and professional services group, announces that pursuant to its acquisition of The Vinden Partnership Limited (now Gateley Vinden) as announced on 6 March 2020, the Board has approved the payment of £0.3m deferred consideration based on Gateley Vinden's performance for the year ended 31 August 2020 (the "Deferred Consideration"). The Deferred Consideration will be settled entirely in Ordinary Shares of 10p each in the capital of the Company ("Ordinary Shares") at a price of 152 pence per Ordinary Share (being a 10 day average closing share price prior to the agreement date of the deferred consideration calculation) and are subject to previously agreed retention restrictions.

Issue of new Ordinary Shares

Pursuant to the Deferred Consideration, 197,368 new Ordinary Shares have been issued and allotted. Application will be made to the London Stock Exchange for the 197,368 new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00 a.m. on 10 February 2021.

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 117,829,792 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.

Rod Waldie, CEO of Gateley, said:

"The acquisition of Gateley Vinden was consistent with the Group's growth strategy to acquire legal and professional services businesses which offer complementary specialist services, and it continues to enhance Gateley's market facing Banking and Property Platforms. Vinden has added to and expanded the range of the Group's dispute management and resolution services. It has also added real estate and construction funding services which complement the work undertaken by the Group's banking and real estate teams."

"Despite the initial effect of the pandemic on the construction industry and the Vinden team having to switch to a home working platform for the second six months of the earn-out period, the Vinden team have demonstrated great resilience in generating revenues of over £4.6m for the year to 31 August 2020".

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