Open Offer and Notice of GM

RNS Number : 3306V

Ince Group PLC (The)

09 August 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF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, 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.  

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").  UPON THE PUBLICATION OF THIS ANNOUNCEMENT SUCH INFORMATION WILL NO LONGER CONSTITUTE INSIDE INFORMATION.

9 August 2022  

The Ince Group PLC

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

Open Offer to raise up to £1.1 million

and notice of General Meeting

The Ince Group PLC (AIM: INCE), which provides legal, accounting, financial services, consulting and pensions advice services, is pleased to announce an Open Offer to Qualifying Shareholders to raise up to £1.1 million (before expenses).

The Company announced on 28 July 2022 a conditional fundraising of approximately £9.1 million to be effected through the Placing and the Loan (the "Fund-raising"). Completion of the Fund-raising is conditional, inter alia, upon the passing of resolutions at the Fundraising General Meeting, which is to be held at 11.00 a.m. on 15 August 2022. Details of the Fund-raising, and the background to and reasons for it, were set out in the Company's announcement on 28 July 2022 and a circular to Shareholders dated 28 July 2022.

The Open Offer will give Qualifying Shareholders the opportunity to invest in new Ordinary Shares at the same price as the Placing and will provide the Group with additional working capital.

Completion of the Open Offer is conditional, inter alia, upon completion of the Fund-raising and the passing of an ordinary resolution by the Company's Shareholders at a General Meeting to be held at 11.00 a.m. on 25 August 2022, notice of which will be set out in a Circular being posted to Shareholders today, together with an Application Form for the Open Offer and a form of proxy for the General Meeting. The Circular also contains, inter alia, the full terms and conditions of the Open Offer, a letter from Simon Howard, the Chairperson of Ince, explaining the Open Offer and providing the Directors' recommendation in respect of the Open Offer, and an expected timetable of principal events. The timetable is also set out further below.

A copy of the Circular will be available on the Company's website later today.

Unless otherwise indicated, capitalised terms in this announcement have the meaning given to them in the definitions section set out at the end of this announcement.

Principal terms of the Open Offer

Qualifying Shareholders are invited to apply for Open Offer Shares under the Open Offer at the Issue Price of 5 pence per Open Offer Share, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the basis of:

1 Open Offer Share for every 4 Existing Ordinary Shares

held at the Record Date and so on in proportion for any other number of Existing Ordinary Shares then held. Open Offer Entitlements will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would have otherwise arisen will not be issued.

The Issue Price represents a premium of approximately 3.1 per cent. to the closing mid-market price of 4.85 pence per Existing Ordinary Share on 8 August 2022 as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange, being the last practicable date prior to the announcement of the Open Offer.

Qualifying Shareholders are also being given the opportunity, provided that they take up their Open Offer Entitlements in full, to apply for additional Open Offer Shares through the Excess Application Facility. Once subscriptions under the Open Offer Entitlements have been satisfied in full, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

To the extent that Open Offer Shares are not subscribed by Qualifying Shareholders, Open Offer Entitlements will lapse. Qualifying Shareholders may apply for more or less Open Offer Shares than they are entitled to under the Open Offer.

The Open Offer is subject to the satisfaction, inter alia, of the following conditions on or before 30 August 2022, or such later date as the Company and Allenby may agree:

(i)  completion of the Fund-raising;

(ii)  the Resolution being passed at the General Meeting; and

(iii)  Admission.

Accordingly, in the event that any of these conditions are not satisfied, or, if applicable, waived, by 30 August 2022 (or such later time as Allenby may in its absolute discretion determine provided that such time does not extend beyond 5.00 pm on 12 September 2022) the Open Offer will not proceed. In such circumstances, application monies will be returned (at the applicant's sole risk), without payment of interest, as soon as practicable thereafter.

Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and, where necessary, entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares. Any fractional entitlement to Open Offer Shares will be disregarded in calculating Open Offer Entitlements.

Whilst Qualifying Shareholders with a shareholding of less than 4 Existing Ordinary Shares on the Record Date will not receive an Open Offer Entitlement, such Qualifying Shareholders will be able to apply for Open Offer Shares under the Excess Application Facility.

The participation of a Qualifying Shareholder in their Open Offer Entitlement does not guarantee that their percentage shareholding will not be diluted from the position prior to the Open Offer as a result of the issue of the Open Offer Shares unless their Open Offer Entitlement is taking up in full.

The Directors have reserved their right under the terms of the Open Offer to reject or reduce any investor participation to the extent necessary or desirable in the interests of the Company.

The Open Offer Shares have not been and are not intended to be registered, offered or qualified for sale in any Excluded Jurisdiction. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Application Form will not be sent to Shareholders with registered addresses in any Excluded Jurisdiction since to do so would require compliance with the relevant securities laws of that jurisdiction. Unless otherwise determined by the Company applications from any person in an Excluded Jurisdiction will be deemed to be invalid.

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

Settlement and dealings

Application will be made for the Open Offer Shares to be admitted to trading on AIM. It is expected that subject to, inter alia, completion of the Fund-raising and the General Meeting, Admission will become effective and that dealings in the Open Offer Shares will commence on AIM on 26 August 2022.

Overseas Shareholders

It is the responsibility of any person receiving a copy of the Circular and/or the Application Form outside the United Kingdom to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or other taxes due in such other territory. If in doubt, such persons should consult their professional advisers. Persons (including, without limitation, nominees and trustees) receiving the Circular and/or the Application Form should not, in connection with the Open Offer, distribute or send it into any jurisdiction when to do so would, or might contravene local securities laws or regulations. Any person who does forward the Circular into any such jurisdictions should draw the recipient's attention to the contents of paragraph 6 of Part II of the Circular regarding Overseas Shareholders. If you are an Overseas Shareholder, it is important that you read that part of the Circular.

General Meeting

The Directors do not currently have authority to allot all the Open Offer Shares and accordingly, the Board is seeking the approval of Shareholders to allot the Open Offer Shares at the General Meeting. A notice convening the General Meeting, which is to be held at 11.00 a.m. at the offices of Ince Gordon Dadds LLP at Aldgate Tower, 2 Leman Street, London E1 8QN on 25 August 2022, is set out at the end of the Circular which is being posted to Shareholders today. At the General Meeting, an ordinary resolution will be proposed to authorise the Directors to allot the Open Offer Shares, subject to completion of the Fund-raising.

The authorities to be granted pursuant to the Resolution shall expire on the date which is 12 months from the date of the resolution, or, if earlier, the date of the next annual general meeting (unless renewed varied or revoked by the Company prior to or on that date).

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting in order that the Open Offer can proceed, as they intend to do so (or procure to do so) in respect of their beneficial holdings amounting, in aggregate, to 12,237,654 Ordinary Shares, representing approximately 14.1 per cent. of the existing issued ordinary share capital of the Company as at 8 August 2022, being the latest practicable date prior to the publication of the Circular. 

OPEN OFFER STATISTICS

Issue Price of the Open Offer Shares	5p
Number of Existing Ordinary Shares in issue as at the Record Date1	87,008,739
Number of Ordinary Shares available under the Open Offer	up to 21,752,184
Basis of the Open Offer	1 Open Offer Share for every 4 Existing Ordinary Shares
Number of Placing Shares proposed to be issued by the Company pursuant to the Placing	150,030,000
Maximum number of Ordinary Shares in issue on Admission2 assuming issue of the Placing Shares and all Open Offer Shares are issued	258,790,923
Approximate percentage of the Enlarged Share Capital represented by the Open Offer Shares	8.4%
Estimated net cash proceeds of the Open Offer	£1.0 million
TIDM for the Ordinary Shares	INCE
ISIN for the Ordinary Shares	GB00BZBY3Y09
ISIN for Open Offer Entitlements	GB00BPW6NK11
ISIN for Excess Open Offer Entitlements	GB00BPW6NL28

Notes:

(1)  As at the close of business on 8 August 2022, being the last practicable Business Day prior to the publication of the Circular.

(2)  The actual number of Open Offer Shares to be issued under the Open Offer will be subject to rounding down to eliminate fractional entitlements.

(3)  Assuming all the Open Offer Shares are allotted under the Open Offer.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Expected timetable of principal events for the Open Offer

Record Date for the Open Offer	6:00 p.m. on 8 August 2022
Announcement of the Open Offer	7.00 a.m. on 9 August 2022
Publication and posting of the Circular, the Application Form and the Forms of Proxy	9 August 2022
Existing Ordinary Shares marked 'ex' by London Stock Exchange	8.00 a.m. on 10 August 2022
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	as soon as practicable after 8.00 a.m. on 11 August 2022
Fundraising General Meeting	11.00 a.m. on 15 August 2022
Expected date of admission to trading on AIM of the Placing Shares	8.00 a.m. on 16 August 2022
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 18 August 2022
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 19 August 2022
Latest time for splitting Application Forms (to satisfy bonafide market claims only)	3.00 p.m. on 22 August 2022
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 23 August 2022
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 24 August 2022
General Meeting	11.00 a.m. on 25 August 2022
Expected date of announcement of the results of the Open Offer	25 August 2022
Expected time and date of Admission and dealings in Open Offer Shares can commence on AIM	26 August 2022
CREST accounts credited in respect of Open Offer Shares	26 August 2022
Share certificates despatched for the Open Offer Shares	7 September 2022

For further information: 

The Ince Group plc
Adrian Biles, Group Chief Executive	[e-mail]
Simon Oakes, Chief Financial Officer
Allenby Capital Limited - Nominated Adviser	[phone]
Jeremy Porter / Piers Shimwell, Corporate Finance
Arden Partners plc - Broker	[phone]
John Llewellyn Lloyd, Corporate Finance
Louisa Waddell, Corporate Finance
Simon Johnson, Equity Sales
Williams Nicolson - Financial PR	[phone]
Steffan Williams / Fraser Schurer-Lewis	[e-mail]

IMPORTANT NOTICE

This Announcement should be read in its entirety.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

The content of this Announcement has not been approved by an authorised person within the meaning of FSMA. This Announcement has been issued by and is the sole responsibility of the Company. The information in this Announcement is subject to change.

Allenby, which is authorised and regulated by the FCA in the United Kingdom, is acting Nominated Adviser to the Company in connection with the Open Offer. 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 financial adviser exclusively for the Company and no one else in connection with the Open Offer 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 Open Offer 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 Open Offer 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.

Forward-looking Statements

This Announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control or estimate precisely and include, but are not limited to, general economic climate and market conditions as well as specific factors, including the success of the Company and its subsidiaries' research and development and commercialisation strategies, uncertainties regarding regulatory clearance and acceptance of products by customers. No undue reliance should be placed upon forward-looking statements. These forward looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by applicable law or the AIM Rules.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Admission'"	admission of the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules which is expected to take place on 26 August 2022
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange (as updated from time to time)
"Allenby"	Allenby Capital Limited, the Company's nominated adviser
"Application Form"	the application form to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer
"Arden"	Arden Partners plc, the Company's broker
"certificated form" or "in certificated form"	an ordinary share recorded on a company's share register as being held in certificated form (namely, not in CREST)
"Circular"	a circular to Shareholders dated 9 August 2022
"Company" or "Ince"	The Ince Group PLC
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear UK & International Limited is the operator (as defined in those regulations)
"Directors" or "Board"	the directors of the Company or any duly authorised committee thereof
"Euroclear"	Euroclear UK & International Limited, the operator of CREST (formerly known as CRESTCo Limited)
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for Open Offer Shares in excess of their Open Offer Entitlements
"Excess CREST Open Offer Entitlements"	in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to his Open Offer Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular
"Excess Open Offer Entitlement(s)"	an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular
"Excluded Jurisdiction(s)"	each of Australia, Canada, Japan, the Republic of South Africa and the United States and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law
"Existing Ordinary Shares"	the 87,008,739 Ordinary Shares in issue at the Record Date, all of which are admitted to trading on AIM
"Facilities Agreement"	the senior facilities agreement between the Company, other members of the Group and its funding bank dated 26 March 2021 (and as announced on 29 March 2021)
"FCA"	the Financial Conduct Authority of the United Kingdom acting in its capacity as the competent authority for the purposes of Part IV of FSMA
"Form of Proxy"	the enclosed form of proxy for use by Shareholders in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fund-raising"	the Loan and the Placing
"Fundraising General Meeting"	the general meeting of the Shareholders of the Company to be held on 15 August 2022
"General Meeting"	the general meeting of the Company to be held at 11:00 a.m. on 25 August 2022 (or any reconvened meeting following any adjournment of the general meeting) at the offices of Ince Gordon Dadds LLP at Aldgate Tower, 2 Leman Street, London E1 8QN, notice of which is set out at the end of the Circular
"Group"	the Company, its existing subsidiaries and subsidiary undertakings
"Issue Price"	5 pence per Open Offer Share
"Loan"	an amount equivalent to the £1.6 million of the Term Loan repaid by the Group under the terms of the Facilities Agreement
"London Stock Exchange"	London Stock Exchange plc
"Notice" or "Notice of General Meeting"	the notice of the General Meeting set out at the end of the Circular
"Open Offer"	the conditional offer to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price, as described in the Circular
"Open Offer Entitlements"	entitlements to subscribe for Open Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer
"Open Offer Shares"	up to 21,752,184 Ordinary Shares which are to be made available for subscription by Qualifying Shareholders under the Open Offer
"Ordinary Shares"	ordinary shares of 1 pence each in the capital of the Company

"Overseas Shareholders"	Shareholders resident in, or citizens of, jurisdictions outside the United Kingdom
"Placing"	the conditional placing announced on 28 July 2022
"Placing Shares"	the 150,030,000 Ordinary Shares to be issued pursuant to the Placing
"Qualifying CREST Shareholders"	Qualifying Shareholders who hold their Shares in CREST
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders who hold their Shares in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares at the Record Date (other than certain Overseas Shareholders who are resident in, or are citizens of, an Excluded Jurisdiction)
"Record Date"	the record date for the Open Offer being 6.00 p.m. on 8 August 2022
"Resolution"	the resolution to be proposed at the General Meeting, as set out in the Notice of General Meeting
"Shareholders"	holders of Ordinary Shares
"Term Loan"	the £9 million amortising term loan granted to the Group pursuant to the Facilities Agreement
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland

 

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