Issue of Equity relating to Gateley RJA and TVR

1 August 2024

GATELEY (HOLDINGS) PLC

("Gateley" or the "Company")

Issue of Equity in relation to Gateley RJA

and

Total Voting Rights

Gateley (Holdings) Plc (AIM: GTLY), the professional services group, announces that pursuant to the terms of the acquisition of RJA Consultants, now Gateley RJA ("RJA"), which completed in July 2023, earn out consideration of £0.8 million is to be paid to the vendors on 5 August 2024, satisfied 50% in ordinary shares in Gateley and 50% in cash.

The first tranche earn-out hurdle of £4m was achieved through the delivery of £4.95m of revenue over the 12 months to 31 March 2024. This represents a 23.7% over achievement above the year one hurdle.  RJA has also achieved a corporatised EBITDA margin of 25% during this period, in excess of management's expectations.

The earn-out consideration comprises £0.4 million in cash and £0.4 million in shares, based upon a 20-day average share price up to 22 July 2024 of £1.34.  Accordingly, 299,438 ordinary shares of 10p each in Gateley ("Ordinary Shares") are being issued and application has been made to the London Stock Exchange plc for these shares to be admitted to trading on AIM ("Admission").  Admission is expected to occur at 8.00 a.m. on 5 August 2024.

Rod Waldie, Gateley Chief Executive Officer, said:

"I am delighted that RJA's strong revenue and profit growth, since joining Gateley, has resulted in the achievement of the first of two potential earn-out payments.  RJA is an excellent addition to the increasingly broad range of legal and consultancy services on our Property Platform.  The team is highly regarded in the affordable housing sector, which we anticipate will continue to benefit from the new Government's housing policy. In addition, RJA's specialism in major loss property claims enhances our existing expertise at Gateley Smithers Purslow and Gateley Vinden, both of which are growing revenue from the UK property insurance sector."

Total Voting Rights

Following Admission, Gateley's total issued share capital will comprise 133,519,395 Ordinary Shares in issue with one voting right per share.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

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