15 Jan 2020 11:35
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF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 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.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
15 January 2020
The Ince Group plc
("Ince" or the "Company" or the "Group")
Result of Placing
The Ince Group plc (AIM:INCE), the international legal and professional services company, announces that, further to its announcement at 7.00 a.m. today, it has successfully completed the Bookbuild which is now closed.
The conditional Placing has raised £12 million (before expenses) through the placing of 26,666,667 new Ordinary Shares with certain existing and new institutional shareholders at an Issue Price of 45 pence per share.
The Placing is conditional upon, inter alia, approval by Shareholders at the General Meeting and Admission.
It is expected that the Placing Shares will be admitted to trading on AIM at 8.00 a.m. on or around 4 February 2020 (or such later date as may be agreed between the Company and Arden, but no later than 18 February 2020).
Adrian Biles, CEO of Ince, said:
"This marks the completion of the Ince merger. The Ince transaction was in two parts: the UK business was acquired in December 2018; and the overseas offices joined the Group in April 2019. The closer overseas integration has completed the establishment of the platform as an international brand, with a world class offering.
"The funds raised will ensure that the Group can continue to capitalise on market opportunities, including new lateral hires. The Group has recently been joined by a number of very high calibre partners and fee earners and we are on track to deliver outstanding growth.
"I am very pleased that so many of our existing investors and some new institutional shareholders have supported this fundraise albeit at a significant discount to the market price of the Company's shares, which is an unfortunate feature of the current market conditions."
Director Participation
The following Directors of the Company participated in the Placing:
Name of Director | Number of Placing Shares subscribed for at the Placing Price | Ordinary Shares following the Placing | Total interest in the enlarged issued share capital, assuming full subscription under the Offers (%) |
Adrian Biles, CEO | 3,333,333 | 10,943,997 | 15.0 |
Anthony Edwards, Non-Executive Chairman | 44,444 | 77,821 | 0.1 |
Christopher Yates, CFO | 111,111 | 687,208 | 0.9 |
General Meeting
A Circular explaining the background to and reasons for the Placing, Open Offer and Staff Offer and containing the Notice of General Meeting which will take place at 11.00 a.m. on 3 February 2020 at the offices of Ince Gordon Dadds LLP at Aldgate Tower, 2 Leman Street, London E1 8QN, is expected to be posted to shareholders tomorrow. A copy of the Circular and Notice of General Meeting will thereafter be made available on the Company's website: www.theincegroup.com.
The further terms and conditions of the Placing, Open Offer and Staff Offer are set out in the Company's announcement at 7.00 a.m. today.
Admission
Completion of the Placing, Open Offer and Staff Offer remains subject, inter alia, to the passing of the Resolutions at the General Meeting and to Admission of the New Ordinary Shares. It is expected that dealings in the New Ordinary Shares will commence on 4 February 2020 (or such time and/or date as the Company and Arden may agree, being not later than 18 February 2020).
The Company's total voting rights will be confirmed once the result of the Open Offer and Staff Offer has been confirmed but based on the issue of the Placing Shares only will upon Admission be no less than 63,993,397 Ordinary Shares.
Capitalised terms in this Announcement shall have the meanings given to such terms in the Company's announcement at 7.00 a.m. today.
For further information please contact:
The Ince Group plc investorrelations@incegd.com
Adrian Biles, Group Chief Executive
Christopher Yates, Chief Financial Officer
Arden Partners plc
Nominated Advisor and Broker to the Company +44 (0) 20 7614 5900
John Llewellyn-Lloyd, Corporate Finance
Ciaran Walsh, Corporate Finance
Dan Gee-Summons, Corporate Finance
Fraser Marshall, Equity Sales
Portland Communications +4 (0) 20 7554 1789
Steffan Williams ince@portland-communications.com
Simon Hamer
Charles Harbord