Ince Group PLC (The) Result of Placing and REX Retail Offer and TVR (4745H)

TIDMINCE

RNS Number : 4745H

Ince Group PLC (The)

24 November 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF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, RECOMMATION, 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 APPIX II TO THE COMPANY'S ANNOUNCEMENT ON 23 NOVEMBER 2022.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

24 November 2022

The Ince Group plc

("The Ince Group", the "Company" or the "Group")

Result of Placing and REX Retail Offer

Total Voting Rights

The Ince Group plc (AIM: INCE), the international legal and professional services company, is pleased to announce that it has closed the Bookbuild for the Placing and the REX Retail Offer announced on 23 November 2022 and is pleased to report that in total the Fundraise has raised GBP4.7 million (before expenses), which is higher than the amount originally sought by the Company.

Pursuant to the Bookbuild, the Company has placed 78,758,648 new Ordinary Shares at a price of 6 pence per share and placed 167,985 new Ordinary Shares at a price of 6 pence per share pursuant to the REX Retail Offer. The Placing Price represents a premium of approximately 5 per cent to the mid-market closing price of an Ordinary Share on 23 November 2022 (being the latest practicable date prior to the date of announcement of the Placing).

As previously announced, the net proceeds of the Fundraise will be used to invest in the Group's core legal services business, following recent management and structural changes, to enhance opportunities for growth and further legal practice development. This will include modernising IT systems to enable operational efficiencies to be obtained; investing in lateral hire recruitment and marketing; and accelerating deferred remuneration payments to partners.

Admission and dealings

Application will be made to the London Stock Exchange for the Fundraise Shares to be admitted to trading on AIM ("Admission"), and it is expected that Admission will become effective and trading will commence in the Fundraise Shares at 8.00 a.m. on 30 November 2022 .

Director shareholding

Following Admission and as a result of the issue of the Fundraise Shares, the shareholding of Donald Brown, CEO of the Group, will represent approximately 5.64% of the enlarged issued share capital of the Company but his shareholding will remain the same at 20,687,504 Ordinary Shares.

Total Voting Rights

Following the Admission of the Fundraise Shares, the total number of Ordinary Shares in the Company will be 366,960,850 . The Company does not hold any Ordinary Shares in treasury and therefore the total number of Ordinary Shares and voting rights in the Company is 366,960,850. This figure should be used by shareholders 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined herein, capitalised terms in this announcement shall have the meanings given to such terms in the Company's announcement of the Placing on 23 November 2022.

Donald Brown , Chief Executive Officer of The Ince Group said: "Following this successful fundraise we will continue to progress our re-focused strategy and seize the increasing opportunities for growth and cost rationalisation within the business. I'm delighted with the results this strategy has already delivered in such a short time and look forward to what more can be achieved in the future."

For further information:

 
 The Ince Group plc                            [e-mail] 
 Donald Brown, Chief Executive Officer 
 Simon Oakes, Chief Financial Officer 
 Allenby Capital Limited - Nominated Adviser    Tel: [phone] 
 Jeremy Porter/Piers Shimwell, Corporate 
  Finance 
 
 Arden Partners Plc                             Tel: [phone] 
 John Llewellyn-Lloyd / Louisa Waddell, 
  Corporate Finance 
  Simon Johnson, Corporate Broking 
 

Further information on the Company can be found on its website at https://www.theincegroup.com/

The Company's LEI is 2138005A5XOTI2MHP510

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

The content of this announcement, which has been prepared by and is the sole responsibility of the Company.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Fundraise Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public o ering of the Fundraise Shares is being made in the United States. The Fundraise Shares are being o ered and sold outside the United States in "o shore transactions", as de ned in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Fundraise Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Allenby, which is authorised and regulated by the FCA in the United Kingdom, is acting Nominated Adviser to the Company in connection with the Fundraise. Allenby has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Allenby for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information. The responsibilities of Allenby as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

Arden is authorised and regulated by the FCA in the United Kingdom. Arden is acting solely as broker and bookrunner exclusively for the Company and no one else in connection with the Bookbuild and the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Bookbuild or the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Arden by FSMA or the regulatory regime established thereunder, Arden accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the Bookbuild or the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Arden accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or

otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

In connection with the Placing, Arden and its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Arden and any of its affiliates acting as investors for their own accounts. In addition, Arden or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Arden has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

REX is a proprietary technology platform owned and operated by Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN 530083). Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the REX Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the REX Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, Allenby, Arden and Peel Hunt expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to

do so by the   Financial Conduct Authority, the London Stock Exchange or applicable law. 

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Peel Hunt or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Peel Hunt and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Fundraise Shares to be issued or sold pursuant to the Fundraise will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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November 24, 2022 02:00 ET (07:00 GMT)