3 Oct 2022 07:00
3 October 2022
Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information, as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.
The Ince Group plc
("Ince", the "Company" or "Group")
Proposed disposal of Gibraltar subsidiaries
The Ince Group plc (AIM: Ince), which provides legal, financial services, consulting, and pension advice services, announces that it has agreed conditional heads of terms for the sale of two subsidiaries in Gibraltar, Ince Gibraltar Limited and Ince Consultancy Gibraltar Limited (together, "Ince Gibraltar") (the "Disposal"). Whilst the heads of terms are binding, the Disposal is conditional upon i) agreeing and executing a full form sale and purchase agreement and transitional services agreement; and ii) the approval of the Group's principal lending bank (the "Conditions").
Ince Gibraltar provide legal, fund administration and consultancy services with a focus on e-gaming, fintech and cryptocurrency. The Disposal is part of the Company's previously announced cost rationalisation exercise and restructure of the Group's European business to align more specifically to its core legal business.
Under the Disposal, the Company has agreed to sell Ince Gibraltar to Peter Howitt, a director of Ince Gibraltar, and Heather Adamson, an employee, for £700,000 in cash less approximately £210,000 in respect of certain costs and deferred consideration owed to Peter Howitt (and these deductions are subject to final agreement). Of the consideration payable, £300,000 has been paid to the Group as a deposit, subject to the Conditions being satisfied, and the balance is payable in four equal quarterly instalments over 12 months. The proceeds from the Disposal will be used by the Group for working capital.
The Group's most recent audited accounts for the year to 31 March 2021 show that Ince Gibraltar had revenue of approximately £1.7 million and profit before tax of approximately £0.3 million. Gross assets at 31 March 2021 were approximately £2.7 million. The Group's unaudited accounts for the year to 31 March 2022 show revenue of approximately £1.9 million from Ince Gibraltar.
One of the buyers of Ince Gibraltar, Peter Howitt, is a director of Ince Gibraltar and therefore the Disposal is a related party transaction under the AIM Rules for Companies. Accordingly, the directors of the Company (who are all independent for the purposes of the Disposal) consider, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the Disposal to Peter Howitt are fair and reasonable insofar as the Company's shareholders are concerned.
Donnie Brown, CEO of Ince, commented "this proposed disposal is another step in focussing the Group around its core legal business in the UK/EMEA and Asia. I look forward to working with the Gibraltar team to achieve a swift and orderly handover."
Enquiries:
The Ince Group plc | |
Donald Brown, Chief Executive Officer | 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 | +44 (0) 20 7614 5900 |
John Llewellyn Lloyd, Corporate Finance | |
Louisa Waddell, Corporate Finance | |
Simon Johnson, Equity Sales | |
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.