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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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 investorrelations@incegd.com
Donald Brown, Chief Executive Officer
Simon Oakes, Chief Financial Officer
Allenby Capital Limited - Nominated Adviser Tel: +44 (0) 20 3328 5656
Jeremy Porter/Piers Shimwell, Corporate
Finance
Arden Partners Plc Tel: +44 (0) 20 7614 5900
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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