28 Jul 2022 11:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE INCE GROUP PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX III TO THE COMPANY'S ANNOUNCEMENT OF 7.00 A.M. ON 28 JULY 2022.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
28 July 2022
The Ince Group plc
("The Ince Group", the "Company" or the "Group")
Result of Conditional Placing and
Notice of General Meeting
The Ince Group plc (AIM: INCE), which provides legal, accounting, financial services, consulting and pensions advice services is pleased to announce that it has closed the Bookbuild for the conditional Placing announced at 7.00 a.m. on 28 July 2022 (the "Placing Announcement").
Pursuant to the Bookbuild the Company has conditionally placed 150,030,000 new Ordinary Shares, equivalent to £7,501,500, at a Placing Price of five pence per Ordinary Share representing a discount of approximately 58 per cent to the closing middle market price of an Ordinary Share on 27 July 2022 (being the latest practicable date prior to the date of this Announcement).
As set out in the Placing Announcement the Company proposed to raise approximately £8.6 million by way of the Placing to raise £7 million and a £1.6 million loan from its funding bank and this has now increased to £9.1 million as a result of the Bookbuild (together the "Fund-raising").
The Ordinary Shares proposed to be issued in the Placing at the Placing Price will represent approximately 63 per cent. of the Enlarged Share Capital on Admission.
The Fund-raising is conditional upon, inter alia, shareholder approvals to be sought at a General Meeting of the Company to be held on 15 August 2022. A Circular convening the General Meeting at which the Resolutions will be proposed will be sent to Shareholders today and will be available on the Company's website by tomorrow.
The net proceeds of the Fund-raising will be used to strengthen the Group's balance sheet, provide additional working capital and implement the Group's cost rationalisation programme referred to in Appendix I of the Placing Announcement.
Certain directors of the Group have subscribed for Placing Shares at the Placing Price as set out in the table below.
Name | Job title in the Group | Current holding | Current % holding | Number of placing shares | Total holding on Admission | Total % holding on Admission |
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|
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Simon Howard | Non-Executive Chairman of the Company | 63,931 | 0.07% | 100,000 | 163,931 | 0.07% |
Donald Brown | Executive Director of the Company | 1,207,504 | 1.39% | 19,480,000 | 20,687,504 | 8.73% |
Christopher Yates | Director of Arden Partners plc | 1,020,541 | 1.17% | 1,000,000 | 2,020,541 | 0.85% |
James Reed-Daunter | Director of Arden Partners plc | 2,006,459 | 2.64% | 2,000,000 | 4,247,959 | 1.79% |
The aggregate participation in the Placing by these directors is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the Board (save for Donald Brown and Simon Howard), being the Directors independent of the transactions with Donald Brown, James Reed-Daunter, Simon Howard and Christopher Yates, considers, having consulted with Allenby as the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Unless otherwise defined herein, capitalised terms in this announcement shall have the meanings given to such terms in the Placing Announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Fund-raising and the Bookbuild | 7.00 a.m. on 28 July 2022 |
Placing Results Announcement | 28 July 2022 |
Publication of the Circular | 28 July 2022 |
Latest time and date for receipt of Forms of Proxy | 11.00 a.m. on 11 August 2022 |
General Meeting* | 11.00 a.m. on 15 August 2022 |
Results of the General Meeting announced | 15 August 2022 |
Admission of the Placing Shares to trading on AIM and commencement of dealings | 8.00 a.m. on 16 August 2022 |
Expected date for CREST accounts to be credited in respect of Placing Shares in uncertificated form
| 16 August 2022 |
Where applicable, expected date of dispatch of definitive share certificates for Placing Shares in certificated form | By 30 August 2022 |
Notes
· Some of the times and dates above are indicative only and it any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
· All of the above times refer to London time unless otherwise stated
· Events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.
* Assuming the Circular is posted by 31 July 2022.
For further information:
The Ince Group plc
| |
Adrian Biles, Group Chief Executive | investorrelations@incegd.com |
Simon Oakes, Chief Financial Officer | |
Allenby Capital Limited - Nominated Adviser
| +44 (0) 20 3328 5656 |
Jeremy Porter / Piers Shimwell, Corporate Finance | |
Arden Partners plc - Broker and Bookrunner | +44 (0) 20 7614 5900 |
John Llewellyn Lloyd, Corporate Finance | |
Louisa Waddell, Corporate Finance | |
Simon Johnson, Equity Sales | |
Williams Nicolson - Financial PR
| +44 (0) 7767 345 563 |
Steffan Williams / Fraser Schurer-Lewis | ince@williamsnicolson.com |
About The Ince Group plc
The Ince Group is a dynamic international legal and professional services business with offices in nine countries across Europe, Asia and the Middle East. With over 700 people, The Ince Group delivers legal advice, strategic guidance and business solutions to clients ranging from the world's oldest and biggest businesses operating across numerous industries to ultra-high net worth individuals. Through its entrepreneurial culture and "one firm" approach, the business offers its clients over 150 years of experience, insight and relationships. The Group is driven by a unique team of passionate people whose broad expertise and deep sector specialisms provide their clients with solutions to all their complex legal and strategic needs.