TIDMINCE

RNS Number : 4560B

Ince Group PLC (The)

03 October 2022

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 GBP700,000 in cash less approximately GBP210,000 in respect of certain costs and deferred consideration owed to Peter Howitt (and these deductions are subject to final agreement). Of the consideration payable, GBP300,000 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 GBP1.7 million and profit before tax of approximately GBP0.3 million. Gross assets at 31 March 2021 were approximately GBP2.7 million. The Group's unaudited accounts for the year to 31 March 2022 show revenue of approximately GBP1.9 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.

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October 03, 2022 02:00 ET (06:00 GMT)

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