Ince : Proposed Placing by accelerated bookbuild

January 15, 2020 at 07:19 am

RNS Number : 8166Z

Ince Group PLC (The)

15 January 2020

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC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

Proposed Placing to raise a minimum of £12 million

Proposed Open Offer to raise up to £2 million

Proposed Staff Offer to raise up to £2 million

The Ince Group plc (AIM: INCE), the interna onal legal and professional services company, is pleased to announce a proposed placing by way of an accelerated bookbuild to raise a minimum of £12 million (before expenses) via a condi onal placing of new Ordinary Shares ("Placing Shares") at a price of 45p per new Ordinary Share ("Issue Price") to institutional investors (the "Placing").

Ince further announces that it proposes to raise up to £2 million by way of an offer of new Ordinary Shares at the Issue Price to Qualifying Shareholders (the "Open Offer") and that it proposes to raise up to £2 million by way of an oﬀer of new Ordinary Shares at the Issue Price to Qualifying Staﬀ (the "Staff Offer"), (together the Open Oﬀer and Staﬀ Oﬀer are referred to as the "Offers").

Arden Partners plc ("Arden") is ac ng as Nominated Adviser, sole bookrunner and broker to Ince in rela on to the Placing.

Highlights:

The Company intends to conduct a condi onal Placing to raise a minimum of £12 million via the Placing of the Placing Shares at the Issue Price.
The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and condi ons set out in Appendix I to this Announcement.
The Company proposes to raise up to a further £4 million by:

- An Open Oﬀer, pursuant to which Qualifying Shareholders will be given the opportunity to subscribe for up to 4,444,444 new Ordinary Shares ("Open Oﬀer Shares") at the Issue Price, to raise up to £2 million (before expenses), on the basis of 1 Open Oﬀer Share for every 8.398 Exis ng Ordinary Shares held on 14 January 2020 (the "Record Date"). Shareholders subscribing for their full en tlement under the Open Offer may also apply for additional Open Offer Shares through an excess application facility.
- A Staﬀ Oﬀer, pursuant to which Qualifying Staﬀ will be given the opportunity to subscribe for up to 4,444,444 new Ordinary Shares ("Staff Offer Shares") at the Issue Price, to raise up to approximately £2 million (before expenses). Staﬀ members may apply to subscribe for all or some of the Staﬀ Oﬀer Shares and excess applications will be allocated at the discretion of the Board.
The proceeds of the Placing, the Open Oﬀer and the Staﬀ Oﬀer (together the "Fundraising") will be used to reduce the amount of the Group's drawn down working capital facility (leaving such facility to accommodate peaks in working capital needs) and for general working capital purposes as expansion requires which will leave the Group again with a strong balance sheet.
In par cular, the Group wishes to con nue with its programme of partner recruitment, especially in the overseas oﬃces to bolster and enhance their exis ng prac ces. Opportuni es to make lateral and team hires are coming to the Group.
Comple on of the Fundraising is condi onal, inter alia, upon Shareholder approval at a general mee ng of the Company expected to be held on or around 3 February 2020 ("General Meeting").
The Issue Price represents a discount of approximately 49.4 per cent. to the closing mid-market price on 14 January 2020, being the latest practicable date before this Announcement.
The Fundraising is not being underwritten.
Admission of the Placing Shares, Open Oﬀer Shares and Staﬀ Oﬀer Shares (together, the ("New Ordinary Shares") to trading on AIM ("Admission") is expected to occur no later than 8.00 a.m. on 4 February 2020 or

such later me and/or dates as Arden and the Company may agree (being in any event no later than 8.00 a.m. on 18 February 2020).

− The Company will also be seeking the approval of Shareholders at a general mee ng of the Company

("General Meeting") to (i) a general authority to allot new Ordinary Shares and equity securi es for cash on a non-pre-emp ve basis under the Companies Act 2006 and (ii) to an increase in the number of op ons over Ordinary Shares which may be granted under the Company's Share Scheme to a level commensurate with the Company's existing issued ordinary share capital as enlarged by the Placing only.

A circular, containing further details of the Placing and the Oﬀers and no ce of the General Mee ng to be held at

11.00 a.m. on 3 February 2020 to, inter alia, approve the resolu ons required to implement the Placing and the Oﬀers, is expected to be published and despatched to Shareholders on 16 January 2020 ("Shareholder Circular"). Following its publication, the Shareholder Circular will be available on the Group's website at www.theincegroup.com.

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	+44 (0) 20 7554 1789
Steffan Williams	ince@portland-communications.com
Simon Hamer
Charlie Harbord
Additional information
Expected timetable of events
Record Date for entitlement under the Open Offer and the	14 January 2020
Staff Offer
Announcement of the Fundraising		15 January 2020
Announcement of the results of the Placing		15 January 2020
Ex-entitlement date of the Open Offer		16 January 2020
Publication of this document, the Form of Proxy and, to	16 January 2020
Qualifying Non-Crest Shareholders, the Open Offer
Application Form
Publication to Qualifying Staff of the Staff Offer Circular and	16 January 2020
the Staff Offer Application Form
Open Offer Entitlements and Excess CREST Open Offer		17 January 2020
Entitlements credited to stock accounts in CREST of Qualifying
CREST Shareholders
Latest recommended time and date for requested withdrawal	4.30 p.m. on 27 January 2020
of Open Offer Entitlements and Excess CREST Open Offer
Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements	3.00 p.m. on 28 January 2020
and Excess CREST Open Offer Entitlements in CREST
Latest time and date for splitting of Open Offer Application	3.00 p.m. on 29 January 2020
Forms under the Open Offer (to satisfy bona fide market
claims only)
Latest time and date for receipt of Forms of Proxy and CREST	11.00 a.m. on 30 January 2020
voting instructions
Latest time and date for receipt of Open Offer Application	11.00 a.m. on 31 January 2020
Forms and payment in full under the Open Offer and
settlement of relevant CREST instructions (as appropriate)
Latest time and date for receipt of Staff Offer Application	11.00 a.m. on 31 January 2020
Forms and payment in full under the Staff Offer
General Meeting		11.00 a.m. on 3 February 2020
Results of the General Meeting announced		3 February 2020
Results of the Open Offer and Staff Offer announced		3 February 2020

Admission of the Placing Shares and Offer Shares to trading	8.00 a.m. on 4 February 2020
on AIM and commencement of dealings
Expected date for CREST accounts to be credited in respect of	4 February 2020
Placing Shares in uncertificated form
Where applicable, expected date for despatch of definitive	18 February 2020
share certificates for New Ordinary Shares in certificated form
Notes:
1.	Each of the above	mes and/or dates is subject to change at the absolute discre on of the Company and Arden. If
	any of the above	mes and/or dates should change, the revised mes and/or dates will be announced through a
	Regulatory Information Service.
2.	All of the above times refer to London time unless otherwise stated.

Information on Ince

Ince is the ul mate holding company of a business services group which includes Ince Gordon Dadds, an acquisi ve law ﬁrm. The Group has 13 oﬃces in the UK and 9 oﬃces in overseas jurisdic ons and currently has some 157 partners and 704 other staff worldwide.

The Group's journey began in 2012 with the acquisi on of Bristol law ﬁrm, Michael Kelly & Co. This was swi ly followed by investment in the long-established solicitors' prac ce of Gordon Dadds in 2013; the transforma ve acquisition of Davenport Lyons in 2014; and a £20 million placing, reverse takeover and re-admission of the Company's share capital to AIM in August 2017.

At the end of 2018 a further step change occurred with the acquisi on by the Group of the members' interests and most of the assets of UK-based Ince & Co LLP. Ince & Co was a long-establishedLondon-headquartered interna onal prac ce with a network of aﬃliated oﬃces across Asia, the Middle East and Europe. It had developed a market- leading reputa on in the shipping, avia on, insurance and energy sectors and at the me of its acquisi on by the Group it had annual world-wide fee income of approximately £65 million.

The acquisi on of Ince & Co UK was followed at the end of the ﬁrst quarter of 2019 by the establishment of new network arrangements with the aﬃliated interna onal ﬁrms of Ince & Co in Hong Kong, Singapore, Dubai, Germany and Greece which enabled the Group to consolidate the revenues generated by such oﬃces for the ﬁrst me in its results for the six months to 30 September 2019.

Other significant strategic developments in 2019 included:

the acquisi on of Rampart Corporate Advisors Limited, a well respected ﬁrm of solicitors based in Gibraltar. Ramparts is qualiﬁed to provide legal advice on English, Gibraltar and European law and provides specialist advice in e-gaming, financial services and fintech, distributed ledger technology and cryptocurrency;
the hiring of a team of 3 partners and over 20 staﬀ in Hong Kong, to expand the corporate and capital markets offering of the Group's Hong Kong office;
the re-branding of most of the Group's legal practices, including its international offices, as 'Ince';
the opening of an office in the Lloyds building for the London office insurance practice;
the opening of a new Mayfair oﬃce for the Group's private client and family law prac ce and the re-branding of such practice as 'Gordon Dadds';
strategic senior appointments to deepen and extend the Group's management capacity and service lines including:
o Mark Tantam, formerly a vice chairman of Deloitte UK, as Global Head of Consulting
o Alexander Janes, formerly global managing partner of US ﬁrm Orrick, Herrington & Sutcliﬀe, as Head of Europe, Middle East and Asia
the hiring of a disputes resolution partner and a corporate partner in the Group's Dubai office.

Reasons for the Fundraising

The ini al cash cost of acquiring Ince & Co UK, including the branch oﬃces in Beijing and Shanghai and of entering into new network arrangements with the Ince & Co aﬃliated ﬁrms in Hong Kong, Singapore, Dubai, Germany and Greece, was approximately £17 million including expenses. This was ﬁnanced out of exis ng resources, an equity issue which raised a net amount of £10 million and the use of part of the Group Banking Arrangements of £12.5 million.

Since the payment of that considera on, the Company has paid a further £8 million of deferred considera on and expenses in connec on with the Ince acquisi on (including the payment in the six months to 30 September 2019 of £5.4 million of trade creditors and accruals related to the acquisi on) and new network arrangements, an addi onal £1.6 million deferred considera on in respect of other transac ons, has ﬁnanced £11 million of addi onal debtors and work in progress, made the acquisi on in Gibraltar, rebranded the legal businesses in the UK, opened two new oﬃces and eﬀected the other developments referred to the "Informa on on Ince" paragraph above solely out of cashflows of the Group and existing working capital facilities.

As a result of this, the Group's facili es are nearly fully u lised, which in turn is inhibi ng the Group's plans for further development of its business. The Directors therefore wish to relieve such pressure by way of the Fundraising which they consider is required to enable the Group to con nue with the development of its business. In par cular the Group wishes to con nue with its programme of partner recruitment, especially in the overseas oﬃces to bolster and enhance their exis ng prac ces. Opportuni es to make lateral and team hires are coming to the Group so creating a momentum which requires working capital to maintain.

The net proceeds of the Placing of approximately £10.9 million and the proceeds of the Oﬀers will be used to pay down the exis ng Group Banking Arrangements (leaving the Group's working capital facility in place to accommodate peaks in working capital needs) and for general working capital purposes, as expansion requires. This will leave the Group again with a strong balance sheet which is naturally desirable and will be par cularly appealing to laterals considering joining the Group.

Directors proposed participation in the Fundraising and Related Party Transaction

As part of the Fundraising, Adrian Biles, Christopher Yates and Anthony Edwards (Par cipa ng Directors) intend to

condi onally subscribe for 3,488,889 Placing Shares. In view of the size of the subscrip on and the fact that they are directors and Adrian Biles is a 'substan al shareholder' in the Company, under the AIM Rules, this par cipa on is considered to cons tute a related party transac on under Rule 13 of the AIM Rules. The Directors other than the Par cipa ng Directors (for these purposes the Independent Directors) consider that, having consulted with Arden, the terms of the intended par cipa on of the Par cipa ng Directors in the Placing are fair and reasonable in so far as Shareholders are concerned.

The Par cipa ng Directors have each agreed not to dispose of any interests in the New Ordinary Shares they acquire pursuant to the Placing before the ﬁrst anniversary of Admission and that un l the second anniversary of Admission they will only dispose of their interests in the New Ordinary Shares on an orderly market basis through the Company's broker for the time being.

Current trading and prospects

The Company's results for the six months ended 30 September 2019 were released on 28 November 2019. A copy of these results can be found at www.theincegroup.com.

Since 30 September 2019, the Group has con nued to progress the integra on of Ince & Co into the prac ce and systems of the Group. Mark Tantam, former vice-chair of Deloi e UK and Alexander Janes, former global managing partner of Orrick, Herrington & Sutcliﬀe have joined as Global Head of Consul ng and Head of Europe, Middle East and Africa respec vely. With the beneﬁt of their input the Group has rolled out a new management and leadership model for the Group which is intended to create a client-focused programme for growth across all business areas in which it currently operates.

The Group continues to perform in line with market expectations.

Financial information

Audited accounts for the Company for the two years ended 31 March 2019 and 31 March 2018 are available on the Company's website at www.theincegroup.com.

Details of the Placing

The Company is seeking to raise a minimum of £12 million (before expenses) from the Placing of 26,666,658 new Ordinary Shares at the Issue Price by Arden, as agent for the Company, with the Placees.

The Placing is conditional, inter alia, upon:

the passing of the Fundraising Resolutions at the General Meeting;
the Placing Agreement becoming or being declared uncondi onal in all respects and not having been terminated in accordance with its terms prior to Admission; and

c) Admission becoming eﬀec ve by no later than 8.00 a.m. on 4 February 2020 or such later me and/or date (being no later than 8.00 a.m. on 18 February 2020) as Arden and the Company may agree.

If any of the conditions to the Placing are not satisfied:

the Placing Shares will not be issued and all monies received will be returned to the Placees at their own risk and without interest as soon as possible thereafter; and
the Oﬀers will be withdrawn, the Oﬀer Shares will not be issued and all monies received will be returned to the subscribers under the Offers at their own risk and without interest as soon as possible thereafter.

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Exis ng Ordinary Shares, including the right to receive all dividends and other distribu ons declared, made or paid a er the date of their issue. The Placing Shares will therefore rank for payment of the Company's interim dividend for its ﬁnancial year ending 31 March 2020 of 2p per Ordinary Share which is payable on 16 April 2020 to Shareholders on the register on 6 March 2020.

The Placing Shares have not been made available to the public and have not been oﬀered or sold in any jurisdic on where it would be unlawful to do so.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Arden, as agent for the Company, has condi onally agreed to use reasonable endeavours to procure subscribers for the Placing Shares. Arden intends to condi onally place the Placing Shares with certain ins tu onal and other investors at the Issue Price. The Placing Agreement is condi onal upon, inter alia:

the Fundraising Resolutions being duly passed at the General Meeting

∙ Admission becoming eﬀec ve on or before 8.00 a.m. on 4 February 2020 (or such later me and/or date as Arden may agree, but in any event by no later than 8.00 a.m. on 18 February 2020)

The Placing Agreement contains customary warran es from the Company in favour of Arden in rela on to, inter alia, the accuracy of the informa on in this Announcement and other ma ers rela ng to the Group and its business. In addi on, the Company has agreed to indemnify Arden in rela on to certain liabili es that it may incur in respect of the Fundraising.

Under the Placing Agreement Arden has also agreed to provide certain services to the Company in rela on to the Open Offer.

Arden has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including, in the event that any of the warran es in the Placing Agreement were untrue or inaccurate, or were misleading when given or in the event of a material adverse change aﬀec ng the business, ﬁnancial trading posi on or prospects of the Company or the Group as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement.

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Fundraising and Admission including all legal and other professional fees and expenses.

The Open Offer

The Company considers it important that Shareholders have an opportunity (where it is prac cable for them to do so) to par cipate in the Fundraising and accordingly the Company is making the Open Oﬀer to Qualifying Shareholders. The Company is proposing to raise up to £2 million (before expenses) (assuming full take up of the Open Oﬀer) through the issue of up to 4,444,444 Open Offer Shares.

The Open Oﬀer Shares are available to Qualifying Shareholders pursuant to the Open Oﬀer at the Issue Price of 45 pence per Open Oﬀer Share, payable in full on acceptance. Any Open Oﬀer Shares not subscribed for by Qualifying Shareholders will be available for subscription under the Excess Application Facility.

A Qualifying Shareholder may apply for Open Oﬀer Shares under the Open Oﬀer at the Issue Price on the following basis:

1 Open Offer Share for every 8.398 Existing Ordinary Shares

held by the Qualifying Shareholder on the Record Date

En tlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Oﬀer Shares. Frac onal en tlements which would otherwise arise will not be issued to Qualifying Shareholders but will be made available under the Excess Applica on Facility. The Excess Applica on Facility enables Qualifying Shareholders to apply for Ordinary Shares in excess of their Open Offer Entitlement.

Valid applica ons by Qualifying Shareholders will be sa sﬁed in full up to their Open Oﬀer En tlements. Applicants can apply for less or more than their en tlements under the Open Oﬀer but the Company cannot guarantee that any applica on for Excess Shares under the Excess Applica on Facility will be sa sﬁed as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Oﬀer En tlements. Applica ons made under the Excess Applica on Facility will be scaled back at the Company's discre on if applica ons are received from Qualifying Shareholders for more than the available number of Excess Shares. To the extent that the Open Oﬀer is over-subscribed and the Staﬀ Oﬀer is under-subscribed the Directors also reserve the right to draw upon New Ordinary Shares reserved for alloca on under the Staﬀ Oﬀer to sa sfy excess applica ons under the Open Offer and vice versa.

Applica on has been made for the Open Oﬀer En tlements of Qualifying CREST Shareholders to be admi ed to CREST. It is expected that such Open Oﬀer En tlements will be credited to CREST on 17 January 2020. The Open Oﬀer En tlements will be enabled for se lement in CREST un l 11.00 a.m. on 4 February 2020. Applica ons through the CREST system may only be made by the Qualifying CREST Shareholder originally en tled or by a person en tled by virtue of bona fide market claims.

The Open Oﬀer Shares must be paid for in full on applica on. The latest me and date for receipt of completed Open Oﬀer Applica on Forms or CREST applica ons and payment in respect of the Open Oﬀer is 11.00 a.m. on 31 January 2020. The Open Oﬀer is not being made to Overseas Shareholders, as set out in paragraph 6 of Part III of the Shareholder Circular.

Qualifying Shareholders should note that the Open Oﬀer is not a rights issue and therefore the Open Oﬀer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the beneﬁt of the Qualifying Shareholders who do not apply under the Open Oﬀer. The Open Oﬀer Applica on Form is not a document of tle and cannot be traded or otherwise transferred.

The Open Oﬀer will be condi onal upon the Fundraising Resolu ons being duly passed at the General Mee ng. The Open Oﬀer is also condi onal on the Placing Agreement becoming or being declared uncondi onal in all respects and not being terminated before Admission. Accordingly, if the condi ons as set out in the Placing Agreement (which include the passing of the Fundraising Resolu ons) are not sa sﬁed or waived (where capable of waiver) or if Arden otherwise exercises its right to terminate the Placing Agreement, the Open Oﬀer will not proceed and the Open Oﬀer Shares will not be issued and all monies received by the Receiving Agent will be returned to the applicants (at the applicant's risk and without interest) as soon as possible therea er. Any Open Oﬀer En tlements admi ed to CREST will thereafter be disabled.

The Open Oﬀer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Exis ng Ordinary Shares, the Placing Shares and the Staﬀ Oﬀer Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. The Open Offer Shares will therefore rank for payment of the Company's interim dividend for its financial year ending 31 March 2020 of 2p per Ordinary Share which is payable on 16 April 2020 to Shareholders on the register on 6 March 2020.

Qualifying Shareholders who subscribe for Open Oﬀer Shares pursuant to the Open Oﬀer and who are also Qualifying Staff will also be entitled to participate in the Staff Offer in accordance with its terms.

Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are ci zens of, or have a registered oﬃce in certain overseas jurisdic ons will not qualify to par cipate in the Open Oﬀer. The a en on of Shareholders who do not have a registered address in the UK is drawn to paragraph 6 of Part III of the Shareholder Circular.

Further details of the Open Oﬀer and the terms and condi ons on which it is being made, including the procedure for applica on and payment, are contained in Part III of the Shareholder Circular and (for Qualifying Non-CREST Shareholders) in the accompanying Open Offer Application Form.

The Staff Offer

The Company is proposing to raise up to approximately £2 million (before expenses) (assuming full take up of the Staff Offer) through the issue of up to 4,444,444 Staff Offer Shares at the Issue Price of 45 pence per Staff Offer Share.

The Board considers that the Group's partners, consultants and employees are its most important assets. This being the case Staﬀ par cipa on in the equity of the Company is fundamental to securing Staﬀ buy-in to the Group's strategy and direc on and as a means of ensuring the long-term engagement/employment of Staﬀ members which is vital to enabling the Group to meet its strategic and ﬁnancial objec ves. That being the case it is proposed to aﬀord Qualifying Staﬀ (many of whom are not already Shareholders or holders of op ons under the Company's Share Scheme) the opportunity to participate in the Fundraising by way of the Staff Offer.

The Staﬀ Oﬀer is a non-pre-emp ve issue and so will be condi onal upon the Fundraising Resolu ons being duly passed at the General Mee ng. The Staﬀ Oﬀer is also condi onal on the Placing Agreement becoming or being declared uncondi onal in all respects and not being terminated before Admission. Accordingly, if either the condi ons set out in the Placing Agreement (which include the passing of the Fundraising Resolu ons) are not sa sﬁed or waived (where capable of waiver) or if Arden otherwise exercises its right to terminate the Placing Agreement, the Staﬀ Oﬀer will not proceed and the Staﬀ Oﬀer Shares will not be issued and all monies received in respect of the Staﬀ Oﬀer will be returned to the applicants (at the applicant's risk and without interest) as soon as possible thereafter.

Subject thereto, Qualifying Staﬀ will be given the opportunity to apply for some or all of the Staﬀ Oﬀer Shares. In the event of over-subscrip on, the Board will exercise its discre on in the alloca on of the Staﬀ Oﬀer Shares amongst accep ng Staﬀ members. To the extent that the Staﬀ Oﬀer is over-subscribed and the Open Oﬀer is under- subscribed the Directors reserve the right to draw upon New Ordinary Shares reserved for alloca on under the Open Offer to satisfy excess applications under the Staff Offer and vice versa.

The Staﬀ Oﬀer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Exis ng Ordinary Shares, the Placing Shares and the Open Oﬀer Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. The Staﬀ Oﬀer Shares will therefore rank for payment of the Company's interim dividend for its ﬁnancial year ending 31 March 2020 of 2p per Ordinary Share which is payable on 16 April 2020 to Shareholders on the register on 6 March 2020.

Qualifying Staﬀ who subscribe for Staﬀ Oﬀer Shares pursuant to the Staﬀ Oﬀer and who are also Qualifying Shareholders will also be entitled to participate in the Open Offer in accordance with its terms.

The detailed terms and condi ons of the Staﬀ Oﬀer are contained in the Staﬀ Oﬀer Circular and Staﬀ Oﬀer Applica on Form which will be published and distributed to Qualifying Staﬀ by the Company on or around the date of the Shareholder Circular.

Extension of the Company's Share Scheme

At the me of its IPO in August 2017, the Directors set up the Company's Share Scheme and sought and received approval to grant op ons under the Company's Share Scheme over 10 per cent. of the Company's then issued share capital. Shareholders granted their approval to increase the maximum number of Ordinary Shares which may be granted under the Company's Share Scheme (including pursuant to op ons which have already been granted under such Scheme) to an amount equal to 10 per cent. of the issued ordinary share capital of the Company at comple on of the Company's successful placing to raise £11.5 million in January last year.

Given the prospec ve increase in the Company's issued share capital as a result of the Fundraising and given the importance to the Group's prospects of incen vising and retaining key members of Staﬀ as referred to above, the Board is seeking Shareholders' approval to increase the maximum number of Ordinary Shares which may be granted under the Company's Share Scheme (including pursuant to op ons which have already been granted under such Scheme) to an amount equal to 10 per cent. of the Exis ng Share Capital as enlarged by the issue and allotment of the Placing Shares only.

The extension of the number of op ons which may be granted under the Company's Share Scheme is condi onal upon the passing of Resolutions 2 and 4 at the General Meeting.

General authority to allot and disapply statutory pre-emption rights

In view of the proposed increase in the Company's issued ordinary share capital for the purposes of the Fundraising, it is also proposed to seek Shareholders' approval to grant the Directors' general authority to allot and issue Ordinary Shares, including for cash on a non-pre-emp ve basis, under the Companies Act 2006 at a level which is commensurate with the enlarged Ordinary Share capital of the Company on comple on of the Placing but also within the guidelines published by the Investment Association.

Accordingly Shareholder approval will be sought at the General Mee ng pursuant to the Fundraising Resolu ons to increase the Directors' general authority to allot Ordinary Shares for the purposes of Sec on 551 of the Companies Act 2006 to an amount equivalent to one third in nominal amount of the Exis ng Share Capital as enlarged by the issue and allotment of the Placing Shares only (Sec on 551 Authority) and to empower the Directors to allot and issue equity securi es for cash for the purposes of the Sec on 551 Authority as if Sec on 561 of the Companies Act 2006 does not apply to such allotment, such power being limited to an amount equivalent to ﬁve per cent. of the Exis ng Share Capital as enlarged by the issue and allotment of the Placing Shares only.

The Directors have no present inten on of exercising this authority but if approved at the General Mee ng such authority would give the Directors ﬂexibility to issue new Ordinary Shares if a business opportunity arises which is consistent with the Company's strategic objec ves or would otherwise be in the best interests of the Company. The authority, if approved, would be in subs tu on for the authority granted at the 2019 Annual General Mee ng of the Company on 28 August 2019 and would expire at the conclusion of the next annual general mee ng of the Company or at the expiry of 15 months following the passing of the Fundraising Resolu ons whichever is sooner, unless previously renewed, varied or revoked.

Prospective Board change

Christopher Yates, the Chief Financial Oﬃcer, has indicated his wish to step down from that posi on as soon as an appropriate successor can be appointed, allowing for an orderly handover. A further announcement will be made in due course.

Settlement and dealings

Applica on will be made to the London Stock Exchange for the New Ordinary Shares to be admi ed to trading on AIM.

It is expected that Admission in respect of the Placing Shares and the Oﬀer Shares will become eﬀec ve at 8.00 a.m. on 4 February 2020.

Open Oﬀer Shares will be issued in uncer ﬁcated form to those persons who submi ed a valid applica on for Open Oﬀer Shares by u lising the CREST applica on procedures and whose applica ons have been accepted by the Company.

Share cer ﬁcates are expected to be despatched for Open Oﬀer Shares to be issued in cer ﬁcated form to Qualifying Non-CREST Shareholders by 18 February 2020.

The General Meeting

The General Mee ng will be held at 11.00 a.m. on 3 February 2020 at the oﬃces of Ince Gordon Dadds at Aldgate Tower, 2 Leman Street, London E1 8QN at 11.00 a.m., at which the Resolu ons will be proposed for the purposes of implemen ng the Fundraising, gran ng the General Authority and extending the Company's Share Scheme as follows:

Resolution 1 - an ordinary resolu on to grant the Directors authority to allot (i) the Placing Shares pursuant to the Placing, (ii) the Oﬀer Shares pursuant to the Oﬀers and (iii) an addi onal amount of Ordinary Shares for

the purposes of the General Authority (which equates to one third of the Exis ng Share Capital as enlarged by the issue and allotment of the Placing Shares only) (such Resolu on being condi onal upon the passing of Resolution 3)

Resolution 2 - an ordinary resolu on to grant the Directors authority to allot an addi onal amount of Ordinary Shares pursuant to the Company's Share Scheme (such Resolu on being condi onal upon the passing of Resolutions 1, 3 and 4)
Resolu on 3 - a special resolu on to disapply statutory pre-emp on rights in respect of the allotment of (i) the Placing Shares pursuant to the Placing, (ii) the Oﬀer Shares pursuant to the Oﬀers and (iii) an addi onal amount of new equity securi es for the purposes of the General Authority (which equates to ﬁve per cent. of the Exis ng Share Capital as enlarged by the issue and allotment of the Placing Shares only (such Resolu on being conditional upon the passing of Resolution 1).
Resolu on 4 - a special resolu on to disapply statutory pre-emp on rights in respect of the allotment of an addi onal amount of Ordinary Shares pursuant to the Company's Share Scheme (such Resolu on being conditional upon the passing of Resolutions 1, 2 and 3).

Resolu ons 1 and 2 will be proposed as ordinary resolu ons and will require approval by a simple majority of those votes cast (by persons present in person or by proxy) at the General Mee ng for the resolu ons to be passed. Resolu ons 3 and 4 will be proposed as special resolu ons and will require approval by not less than three-quarters of the votes cast (by persons present in person or by proxy) at the General Meeting for the resolutions to be passed.

IMPORTANT INFORMATION

This Announcement has been issued by, and is the sole responsibility, of the Company. No representa on or warranty express or implied, is or will be made as to, or in rela on to, and no responsibility or liability is or will be accepted by A rden or by any of their respec ve aﬃliates or agents as to or in rela on to, the accuracy or completeness of this Announcement or any other wri en or oral informa on made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

NOTICE TO OVERSEAS PERSONS

This Announcement does not cons tute, or form part of, a prospectus rela ng to the Company, nor does it cons tute or contain any invita on 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 jurisdic on, nor shall it, or any part of it form the basis of or be relied on in connec on with any contract or as an inducement to enter into any contract or commitment with the Company. In par cular, the New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain excep ons, may not be oﬀered or sold in the United States or to, or for the account or beneﬁt of, US persons (as such term is deﬁned in Regula on S under the Securi es Act) or to any na onal, resident or ci zen of Canada, Australia, New Zealand, the Republic of South Africa or Japan.

The distribu on or transmission of this Announcement and the oﬀering of the New Ordinary Shares in certain jurisdic ons other than the UK may be restricted or prohibited by law or regula on. Persons distribu ng this Announcement must sa sfy themselves that it is lawful to do so. Any failure to comply with these restric ons may cons tute a viola on of the securi es laws of any such jurisdic on. No ac on has been taken by the Company that would permit an oﬀering of such shares or possession or distribu on of this Announcement or any other oﬀering or publicity material rela ng to such shares in any jurisdic on where ac on for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restric ons. In par cular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan. Overseas Shareholders and any person (including, without limita on, nominees and trustees), who have a contractual or other legal obliga on to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

FORWARD-LOOKING STATEMENTS

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be iden ﬁed by the use of forward-looking terminology, including the terms "believes", "es mates", "plans", "projects", "an cipates", "expects", "intends", "may", "will", or "should" or, in each case, their nega ve or other varia ons or comparable terminology. These forward-looking statements include ma ers that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current inten ons, beliefs or expecta ons concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could diﬀer materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and o en do diﬀer materially from actual results. Any forward-looking statements in this document are based on certain factors and assump ons, including the Directors' current view with respect to future events and are subject to risks rela ng to future events and other risks, uncertain es and assump ons rela ng to the Group's opera ons, results of opera ons, growth strategy and liquidity. Whilst the Directors consider these assump ons to be reasonable based upon informa on currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, none of the Company, Arden nor their respec ve directors undertakes any obliga on to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expecta ons or to reﬂect events or circumstances a er the date of this document.

GENERAL

Arden, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nomad and Sole Broker to the Company in connec on with the Placing. Arden will not be responsible to any person other than the Company for providing the protec ons aﬀorded to clients of Arden or for providing advice to any other person in connec on with the Placing, the Oﬀers or any acquisi on of shares in the Company. Arden is not making any representa on or warranty, express or implied, as to the contents of this Announcement. Arden has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Arden for the accuracy of any informa on or opinions contained in this Announcement or for the omission of any material information.

The New Ordinary Shares will not be admitted to trading on any stock exchange other than AIM.

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.

INTERPRETATION

Certain terms used in this Announcement are deﬁned under the heading "Deﬁni ons" in Appendix II of this Announcement.

All times referred to in this Announcement are, unless otherwise stated, references to London time.

All references to legisla on in this Announcement are to the legisla on of England and Wales unless the contrary is indicated. Any reference to any provision of any legisla on or regula on shall include any amendment, modiﬁca on, re-enactment or extension thereof.

Words impor ng the singular shall include the plural and vice versa, and words impor ng the masculine gender shall include the feminine or neutral gender and vice versa.

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED FROM TIME TO TIME ("PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, INVESTORS WHO ARE PERSONS: (I) WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

(a) Introduction

These terms and condi ons apply to persons making an oﬀer to acquire Placing Shares under the Placing (and, for the avoidance of doubt, these terms and condi ons do not apply in respect of the Open Oﬀer or the Staﬀ Oﬀer). Each person to whom these terms and condi ons apply, as described above, who conﬁrms its agreement to Arden, and the Company (whether orally or in wri ng) to acquire Placing Shares under the Placing (an "Investor") hereby agrees with Arden and the Company to be bound by the trade conﬁrma on issued by Arden to such Investor and these terms and condi ons, being the terms and condi ons upon which Placing Shares will be sold under the Placing. An Investor shall, without limita on, become so bound if Arden conﬁrms to such Investor its alloca on of Placing Shares under the Placing.

Upon being no ﬁed of its alloca on of Placing Shares in the Placing, an Investor shall be contractually commi ed to acquire the number of Placing Shares allocated to it at the Issue Price and, to the fullest extent permi ed by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.

(b) Application for Admission

Applica on will be made to the London Stock Exchange for the Placing Shares to be admi ed to trading on AIM. Subject to the sa sfac on or waiver of the condi ons of the Placing Agreement (except for Admission) (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 4 February 2020.

Commencing today, Arden will be conduc ng an accelerated bookbuilding process to determine demand for par cipa on in the Placing by Placees (the "Bookbuilding Process"). This Announcement gives details of the terms and condi ons of, and the mechanics of par cipa on in, the Placing. However, Arden will be en tled to eﬀect the Placing by such alterna ve method to the Bookbuilding Process as it may, a er consulta on with the Company, determine. No commissions will be paid by or to Placees in respect of any par cipa on in the Placing or subscrip on for Placing Shares.

(d) Participation in, and principal terms of, the Bookbuilding Process

Arden is acting as agent of the Company in connection with the Placing.

Par cipa on in the Placing is by invita on only and will only be available to persons who may lawfully be, and are, invited to par cipate by Arden. Arden and Arden Aﬃliates (as deﬁned below) are en tled to par cipate as Placees in the Bookbuilding Process as principals.

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing. The price per Placing Share (the "Issue Price") is ﬁxed at 45 pence per Placing Share and is payable to Arden (as agent for the Company) by all Placees.

The book will open with immediate eﬀect. The Bookbuilding Process is expected to close not later than6 p.m. on 15 January 2020, but may be closed at such earlier or later me as Arden may, in its absolute discre on (a er consulta on with the Company), determine. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price (the "Placing Results Announcement").

A bid in the Bookbuilding Process will be made on the terms and condi ons in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with Arden's consent, will not be capable of varia on or revocation after the close of the Bookbuilding Process.

A Placee who wishes to par cipate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Arden. Each bid should state the number of Placing Shares which the prospec ve Placee wishes to subscribe for at the Issue Price. If successful, Arden will re-contact and conﬁrm orally to Placees following the close of the Bookbuilding Process the size of their respec ve alloca ons and a trade conﬁrma on will be despatched as soon as possible therea er. Arden's oral conﬁrma on of the size of alloca ons and each Placee's oral commitments to accept the same will cons tute an irrevocable legally binding agreement in favour of the Company and Arden pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the condi ons set out herein and in accordance with the Company's ar cles of associa on. Each Placee's alloca on and commitment will be evidenced by a trade conﬁrma on issued by Arden to such Placee. The terms of this Appendix I will be deemed incorporated in that trade confirmation.

Arden reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Arden also reserves the right not to accept oﬀers to subscribe for Placing Shares or to accept such oﬀers in part rather than in whole. The acceptance and, if applicable, scaling back of oﬀers shall be at the absolute discretion of Arden.

Each Placee's obliga ons will be owed to the Company and to Arden. Following the oral conﬁrma on referred to above, each Placee will also have an immediate, separate, irrevocable and binding obliga on, owed to the Company and Arden, as agent of the Company, to pay to Arden (or as Arden may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.

Irrespec ve of the me at which a Placee's alloca on(s) pursuant to the Placing is/are conﬁrmed, se lement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same me, on the basis explained below under "Registration and settlement".

All obliga ons of Arden under the Placing will be subject to fulﬁlment of the condi ons referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".

To the fullest extent permissible by law, none of Arden, any subsidiary of Arden, any branch, aﬃliate or associated undertaking of Arden or of any such subsidiary nor any of their respec ve directors, oﬃcers, employees, agents or advisers (each an "Arden Affiliate") nor any person ac ng on their behalf shall have any liability to Placees (or to any other person whether ac ng on behalf of a Placee or otherwise). In par cular, none of Arden, any Arden Aﬃliate nor any person ac ng on their behalf shall have any liability (including, to the extent legally permissible, any ﬁduciary du es), in respect of its conduct of the Bookbuilding Process or of such alterna ve method of eﬀec ng the Placing as Arden may determine.

(e) Conditions of the Placing

The Placing is condi onal upon the Placing Agreement becoming uncondi onal and not having been terminated in accordance with its terms.

The obligations of Arden under the Placing Agreement are conditional, among other things, upon:

the passing of the Fundraising Resolutions at the General Meeting;
Arden having procured binding commitments from Placees to subscribe for a minimum of £12 million worth of Placing Shares at the Issue Price;
the warran es on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at Admission;
the obliga ons of Arden not having been terminated (as described below under "Right to terminate under the Placing Agreement"); and

(v)	Admission occurring not later than 8.00 a.m. on 4 February 2020 or such later me and/or date as Arden and
	the Company may agree (but in any event not later than 18 February 2020).

If (a) the Condi ons of the Placing are not fulﬁlled (or to the extent permi ed under the Placing Agreement waived by Arden), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obliga ons hereunder shall cease and determine at such me and no claim may be made by a Placee in respect thereof. None of Arden, any Arden Aﬃliate, the Company, nor any subsidiary or subsidiary undertaking of the Company, nor any branch, aﬃliate or associated undertaking of any such company nor any of their respec ve directors, partners, consultants, oﬃcers and employees (each an " Ince Group Aﬃliate") shall have any liability to any Placee (or to any other person whether ac ng on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the me and/or date for the sa sfac on of any condition in the Placing Agreement or in respect of the Placing generally.

By par cipa ng in the Placing, each Placee agrees that Arden's rights and obliga ons in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

(f) Right to terminate under the Placing Agreement

Arden has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in par cular, in the event of a breach of the warran es given to Arden in the Placing Agreement (in a manner which is material in the context of the Placing), the failure of the Company to comply with certain of its obliga ons under the Placing Agreement, the occurrence of a force majeure event or a material adverse change in the ﬁnancial or trading posi on or prospects of any member of the Group.

By participating in the Placing, each Placee agrees with Arden that the exercise by Arden of any right of termination or

other discre on under the Placing Agreement shall be within the absolute discre on of Arden and that Arden need not make any reference to the Placees in this regard and that, to the fullest extent permi ed by law, neither the Company, Arden, any Arden Aﬃliate nor any Ince Group Aﬃliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

(g) No prospectus

No oﬀering document or prospectus has been or will be prepared in rela on to the Placing and no such prospectus is required (in accordance with the Prospectus Regula on) to be published or submi ed to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement.

Each Placee, by accep ng a par cipa on in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and conﬁrms to Arden and the Company that it has neither received nor relied on any informa on, representa on, warranty or statement made by or on behalf of Arden (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to herein), any Arden Aﬃliate, any persons ac ng on its or their behalf or the Company or any Ince Group Aﬃliate and none of Arden, any Arden Aﬃliate, any persons ac ng on their behalf, the Company, any Ince Group Aﬃliate nor any persons ac ng on their behalf will be liable for the decision of any Placee to par cipate in the Placing based on any other informa on, representa on, warranty or statement which the Placee may have obtained or received (regardless of whether or not such informa on, representa on, warranty or statement was given or made by or on behalf of any such persons). By par cipa ng in the Placing, each Placee acknowledges to and agrees with Arden for itself and as agent for the Company that, except in rela on to the informa on contained in this Announcement, it has relied on its own inves ga on of the business, ﬁnancial or other posi on of the Company in deciding whether or not to par cipate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

(h) Registration and settlement

Se lement of transac ons in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain excep ons. Arden reserves the right to require se lement for and delivery of the Placing Shares to Placees by such other means as Arden may deem necessary, including, without limita on, if delivery or se lement is not possible or prac cable within the CREST system within the metable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows:

Trade Date	31 January 2020
Settlement Date	4 February 2020
ISIN Code	GB00BZBY3Y09
SEDOL	B2B Y3Y0
Deadline for input instruction into CREST	5.00 p.m. on 31 January 2020
CREST ID for Arden	601

Each Placee allocated Placing Shares in the Placing will be sent a trade conﬁrma on sta ng the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Arden and se lement instruc ons. Placees should se le against the Arden CREST ID shown above. It is expected that such trade conﬁrma on will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Arden.

It is expected that settlement will take place on the Settlement Date shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Arden.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of HSBC Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obliga ons, Arden may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Arden's own account and proﬁt, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shor all below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or se lement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contrac ng as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Arden nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

(i) Agreement to acquire Placing Shares

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. (London time) on 3 February 2020 (or such later me and/or date as the Company and Arden may agree being no later than 8.00 a.m. (London me) on 18 February 2020) and on the Placing Agreement being otherwise uncondi onal in all respects and not having been

terminated in accordance with its terms on or before Admission; and (ii) the conﬁrma on men oned under paragraph (a) above, an Investor agrees to become a member of the Company and agrees to acquire Placing Shares at the Issue Price. The number of Placing Shares acquired by such Investor under the Placing shall be in accordance with the arrangements described above.

(j) Payment for Placing Shares

Each Investor undertakes to pay the Issue Price for the Placing Shares acquired by such Investor in such manner as shall be directed by Arden. In the event of any failure by an Investor to pay as so directed by Arden, the relevant Investor shall be deemed hereby to have appointed Arden or its nominee to sell (in one or more transac ons) any or all of the Placing Shares in respect of which payment has not been made as so directed by Arden and to have agreed to indemnify on demand Arden in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.

(k) Representations and warranties

By receiving this Announcement, each Investor and, to the extent applicable, any person conﬁrming his agreement to acquire Placing Shares on behalf of an Investor or authorising Arden to no fy an Investor's name to the Registrars, is deemed to acknowledge, agree, undertake, represent and warrant to each of Arden, the Registrars and the Company that:

the Investor has read this Announcement in its en rety and acknowledges that its par cipa on in the Placing shall be made solely on the terms and subject to the condi ons set out in these terms and condi ons, the Placing Agreement and the Ar cles. Such Investor agrees that these terms and condi ons and the trade conﬁrma on issued by Arden to such Investor represent the whole and only agreement between the Investor, Arden and the Company in rela on to the Investor's par cipa on in the Placing and supersede any previous agreement between any of such par es in rela on to such par cipa on. Accordingly, all other terms, condi ons, representa ons, warran es and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and condi ons. Such Investor agrees that none of the Company, Arden nor any of their respec ve oﬃcers or directors will have any liability for any such other informa on or representa on and irrevocably and uncondi onally waives any rights it may have in respect of any such other information or representation;
the content of this Announcement is exclusively the responsibility of the Company and the Directors and that neither Arden nor any person aﬃliated with Arden or ac ng on its behalf is responsible for or shall have any liability for any informa on, representa on or statement contained in this Announcement or any informa on previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by the Investor to par cipate in the Placing based on any informa on, representation or statement contained in this Announcement or otherwise;
the Investor has not relied on Arden or any person aﬃliated with Arden in connec on with any investigation of the accuracy of any information contained in this Announcement or its investment decision;
in agreeing to acquire Placing Shares under the Placing, the Investor is relying on this Announcement and

not on any dra thereof or other informa on or representa on concerning the Group, the Placing or the Placing Shares. Such Investor agrees that neither the Company nor Arden nor their respec ve oﬃcers, directors, partners, consultants or employees will have any liability for any such other informa on or representa on and irrevocably and uncondi onally waives any rights it may have in respect of any such other information or representation;

Arden is not making any recommenda ons to Investors or advising any of them regarding the suitability or merits of any transac on they may enter into in connec on with the Placing, and the Investor acknowledges that its par cipa on in the Placing is on the basis that it is not and will not be a client of Arden and that Arden is ac ng for the Company and no one else, that Arden will not be responsible to anyone else for the protec ons aﬀorded to its clients, that Arden will not be responsible for anyone other than the Company for providing advice in rela on to the Placing, the contents of this Announcement or any transac on, arrangements or other ma ers referred to herein, and that Arden will not be responsible for anyone other than the relevant party under the Placing Agreement in respect of any representa ons, warran es, undertakings or indemni es contained in the Placing Agreement or for the exercise or performance of Arden's rights and obliga ons thereunder, including any right to waive or vary any condi on or exercise any termination right contained therein;
save in the event of fraud on its part (and to the extent permi ed by the rules of the Financial Conduct

Authority), neither Arden nor any of its directors or employees shall be liable to the Investor for any ma er arising out of the role of Arden as the Company's nominated adviser and broker or otherwise, and that where any such liability nevertheless arises as a ma er of law the Investor will immediately waive any claim against Arden and any of its respec ve directors and employees which an Investor may have in respect thereof;

the Investor has complied with all applicable laws and he Investor will not infringe any applicable law as a result of its agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any ac ons arising from the Investor's rights and obliga ons under the Investor's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;
all ac ons, condi ons and things required to be taken, fulﬁlled and done (including the obtaining of necessary consents) in order: (i) to enable the Investor lawfully to enter into, and exercise its rights and perform and comply with its obliga ons to acquire the Placing Shares under the Placing; and (ii) to ensure that those obliga ons are legally binding and enforceable, have been taken, fulﬁlled and done. The Investor's entry into, exercise of its rights and/or performance under, or compliance with its obliga ons under the Placing, does not and will not violate: (a) its cons tu onal documents; or (b) any agreement to which the Investor is a party or which is binding on the Investor or its assets;

it understands that no ac on has been or will be taken in any jurisdic on by the Company, Arden or any other person that would permit a public oﬀering of the Placing Shares, or possession or distribu on of this Announcement, in any country or jurisdic on where ac on for that purpose is required; and that, if the Investor is in a relevant EEA member state, it is: (i) a Qualified Investor; (ii) otherwise permitted by law to be oﬀered and sold Placing Shares in circumstances which do not require the publica on by the Company of a prospectus pursuant to Ar cle 3 of the Prospectus Regula on or other applicable laws; or (iii) in the case of any Placing Shares acquired by the Investor as a ﬁnancial intermediary, as that term is used in Ar cle 5(1) of the Prospectus Regulation, either:
1. the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any relevant member state other than Qualiﬁed Investors, or in circumstances in which the prior consent of Arden has been given to the placing or resale; or
2. where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than Qualiﬁed Investors, the placing of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

(x)	to the fullest extent permi ed by law, the Investor acknowledges and agrees to the disclaimers contained in
	this Announcement and acknowledges and agrees to comply with the selling restric ons set out in this
	Announcement;

the Placing Shares have not been and will not be registered under the Securi es Act or under the securi es legisla on of, or with any securi es regulatory authority of, any state or other jurisdic on of the United States or under the applicable securi es laws of Canada, Australia, New Zealand, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations;
the Investor is, and at the time the Placing Shares are acquired, will be located outside the United States and eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S;
the Investor is not acquiring the Placing Shares as a result of any "directed selling eﬀorts" as deﬁned in Regula on S or as a result of any form of general solicita on or general adver sing (within the meaning of Rule 502(c) of Regulation D under the Securities Act);
if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representa ons, warran es, agreements and acknowledgements herein on behalf of each such account;
the Investor is acquiring the Placing Shares for investment purposes only and not with a view to any resale, distribu on or other disposi on of the Placing Shares in viola on of the Securi es Act or any other United States federal or applicable state securities laws;
the Company is not obliged to ﬁle any registra on statement in respect of resales of the Placing Shares in the United States with the US Securi es and Exchange Commission or with any state securi es administrator;
the Company, and any registrar or transfer agent or other agent of the Company, will not be required to accept the registra on of transfer of any Placing Shares acquired by the Investor, except upon presenta on of evidence sa sfactory to the Company that the foregoing restric ons on transfer have been complied with;
the Investor invests in or purchases securi es similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in ﬁnancial and business ma ers as to be capable of evaluating the merits and risks of an investment in the Placing Shares;
the Investor has conducted its own inves ga on with respect to the Company and the Placing Shares and has had access to such ﬁnancial and other informa on concerning the Company and the Placing Shares as the Investor deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Investor has concluded that an investment in the Placing Shares is suitable for it or, where the Investor is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;
the Investor or, where the Investor is not ac ng as principal, any beneﬁcial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indeﬁnite period and the loss of its entire investment in the Placing Shares;
there may be adverse consequences to the Investor under tax laws in other jurisdic ons resul ng from an investment in the Placing Shares and the Investor has made such inves ga on and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;
the Investor is not a resident of the United States, Canada, Australia, New Zealand the Republic of South Africa or Japan or any other Restricted Jurisdic on and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securi es legisla on of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain excep ons, the Placing Shares may not be oﬀered or sold, directly or indirectly, in or into those jurisdictions;
the Investor is liable for any capital duty, stamp duty and all other stamp, issue, securi es, transfer, registra on, documentary or other du es or taxes (including any interest, ﬁnes or penal es rela ng thereto) payable outside the UK by it or any other person on the acquisi on by it of any Placing Shares or the

agreement by it to acquire any Placing Shares;

in the case of a person who conﬁrms to Arden on behalf of an Investor an agreement to acquire Placing Shares under the Placing and/or who authorises Arden to no fy such Investor's name to the Registrars, that person represents that he has authority to do so on behalf of the Investor;
the Investor has complied with its obliga ons in connec on with money laundering and terrorist ﬁnancing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering, Terrorist Financing and Transfer of Funds (Informa on on the Payer) Regula ons 2017 ("Money Laundering Regula ons 2017") and any other applicable law concerning the preven on of money laundering and, if it is making payment on behalf of a third party, that: (i) sa sfactory evidence has been obtained and recorded by it to verify the iden ty of the third party; and (ii) arrangements have been entered into with the third party to obtain from the third party copies of any iden ﬁca on and veriﬁca on data immediately on request as required by the Money Laundering Regula ons 2017 and, in each case, agrees that pending sa sfac on of such obliga ons, deﬁni ve cer ﬁcates (or alloca on under the CREST system) in respect of the Placing Shares comprising the Investor's allocation may be retained at Arden's discretion;
the Investor agrees that, due to an -money laundering and the countering of terrorist ﬁnancing requirements, Arden and/or the Company may require proof of iden ty of the Investor and related par es and veriﬁca on of the source of the payment before the applica on can be processed and that, in the event of delay or failure by the Investor to produce any informa on required for veriﬁca on purposes, Arden and/or the Company may refuse to accept the applica on and the moneys rela ng thereto. The Investor holds harmless and will indemnify Arden and/or the Company against any liability, loss or cost ensuing due to the failure to process this applica on, if such informa on as has been required has not been provided by it or has not been provided on a timely basis;
the Investor is not, and is not applying as nominee or agent for, a person which is, or may be, men oned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);
the Investor has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Investor in relation to the Placing in, from or otherwise involving the UK;


(xxix) if the Investor is in the UK, the	Investor is a person: (i) who has professional experience in ma ers rela	ng
to investments falling within ar	cle 19(5) of the Order; or (ii) a high net worth en ty falling within ar	cle
49(2)(a) to (d) of the Order; or (iii) is a person to whom this Announcement may otherwise be lawfully
communicated, and in all cases is capable	of being categorised as a Professional Client or Eligible
Counterparty for the purposes of the Financial	Conduct Authority Conduct of Business Rules;

if the Investor is in the EEA, the person is a "Professional Client/Eligible Counterparty" within the meaning of Annex ll/Ar cle 30 (2) of MiFID and is not par cipa ng in the Placing on behalf of persons in the EEA other than professional clients or persons in the UK and other Member States (where equivalent legisla on exists) for whom the Investor has authority to make decisions on a wholly discretionary basis;
each Investor in a relevant member state of the EEA who acquires any Placing Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with each of Arden and the Company that: (i) it is a qualiﬁed investor within the meaning of the law in that relevant member state implemen ng Ar cle 2(e) of the Prospectus Regula on; and (ii) in the case of any Placing Shares acquired by it as a ﬁnancial intermediary, as that term is used in Ar cle 5(1) of the Prospectus Regula on: (A) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their oﬀer or resale to, persons in any relevant member state other than qualiﬁed investors, as that term is deﬁned in the Prospectus Regula on, or in other circumstances falling within Ar cle 5(1) of the Prospectus Regula on and the prior consent of Arden has been given to the oﬀer or resale; or (B) where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than qualiﬁed investors, the oﬀer of those Placing Shares to it is not treated under the Prospectus Regula on as having been made to such persons;
represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
in the case where the Investor conﬁrms to Arden an agreement to acquire Placing Shares under the Placing on behalf of a third party, the terms on which the Investor (or any person ac ng on its behalf) is engaged enable it to make investment decisions in rela on to securi es on that third party's behalf without reference to that third party;
the exercise by Arden of any rights or discre ons under the Placing Agreement shall be within its absolute discre on and Arden need not have any reference to the Investor and shall have no liability to the Investor whatsoever in connec on with any decision to exercise or not to exercise or to waive any such right and the Investor agrees that it shall have no rights against Arden or any of its directors or employees under the Placing Agreement;
it irrevocably appoints any director of Arden as its agent for the purposes of execu ng and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing and otherwise to do all acts,

ma ers and things as may be necessary for, or incidental to, its acquisi on of any Placing Shares in the event of its failure so to do;

(xxxvi) it will indemnify and hold the Company, Arden and their respec ve aﬃliates harmless from any and all

costs, claims, liabili es and expenses (including legal fees and expenses) arising out of or in connec on with any breach of the representa ons, warran es, acknowledgements, agreements and undertakings in this paragraph and further agrees that the provisions of this paragraph will survive a er comple on of the Placing;

Arden may, in accordance with applicable legal and regulatory provisions, engage in transac ons in rela on to the Placing Shares and/or related instruments for its own account and, except as required by applicable law or regulation, Arden will not make any public disclosure in relation to such transactions; and
Arden and each of its respec ve aﬃliates, each ac ng as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, oﬀer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securi es of the Company or other related investments in connec on with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being oﬀered, subscribed, acquired or otherwise dealt with should be read as including any oﬀer to, or subscrip on, acquisi on or dealing by Arden and/or any of its respec ve aﬃliates, ac ng as an investor for its or their own account(s). Neither Arden nor the Company intend to disclose the extent of any such investment or transac on otherwise than in accordance with any legal or regulatory obligation to do so.

The Company and Arden will rely upon the truth and accuracy of each of the foregoing representa ons, warran es and undertakings.

(l) Supply and disclosure of information

If any of Arden, the Registrars or the Company or any of their respec ve agents request any informa on about an Investor's agreement to acquire Placing Shares, such Investor must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

(m) Miscellaneous

The rights and remedies of Arden, the Registrars and the Company under these terms and condi ons are in addi on to any rights and remedies which would otherwise be available to each of them, and the exercise or par al exercise of one will not prevent the exercise of others.

On application, each Investor may be asked to disclose, in writing or orally to Arden:
1. if he is an individual, his nationality; or
2. if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to Arden.

(iii)	Each Investor agrees to be bound by the Ar cles (as amended from me to me) once the Placing Shares
	which such Investor has agreed to acquire have been acquired by such Investor.

These provisions may be waived, varied or modiﬁed as regards speciﬁc Investors or on a general basis by Arden.
The contract to acquire Placing Shares and the appointments and authori es men oned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive beneﬁt of Arden, the Company and the Registrars, each Investor irrevocably submits to the exclusive jurisdic on of the

English courts in respect of these ma ers. This does not prevent an ac on being taken against an Investor in any other jurisdiction.

In the case of a joint agreement to acquire Placing Shares, references to an "Investor" in these terms and conditions are to each of such Investors and such joint Investors' liability is joint and several.
Arden and the Company each expressly reserve the right to modify the Placing (including, without

limita on, its metable and se lement) at any me before alloca ons of Placing Shares under the Placing are determined.

The Placing is subject to the sa sfac on of the condi ons contained in the Placing Agreement and the Placing Agreement not having been terminated.

APPENDIX II

DEFINITIONS

The following deﬁni ons apply throughout this Announcement, unless the context requires otherwise:

Admission	admission of the Placing Shares and the Oﬀer Shares to trading on
	AIM becoming effective in accordance with Rule 6 of the AIM Rules.
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 from time to time.
Arden		Arden Partners plc, the Company's nominated adviser and broker.
Articles		the articles of association of the Company.
Board		the board of directors of the Company for the time being.
Company or Ince	The Ince Group plc, a public limited liability company incorporated
		and registered in England and Wales (with registra on number
		03744673) whose registered oﬃce is at Aldgate Tower, 2 Leman
		Street, London E1 8QN.
Company's	Share	the Company's unapproved share scheme 2017, details of which are
Scheme		included at paragraph 7.4 of Part 6 of the Company's Admission
		Document dated 13 July 2017, a copy of which is available at
		www.theincegroup.com.
CREST		the relevant system (as deﬁned in the CREST Regula ons) operated
		by Euroclear which facilitates the holding and transfer of tle to
		shares in uncertificated form.
CREST Regulations	the Uncer ﬁcated Securi es Regula ons 2001 (SI 2001 No. 3755) as
		amended.
Directors		the directors of the Company as at the date of this Announcement.
Enlarged Share Capital	the Company's issued ordinary share capital following Admission.
Euroclear		Euroclear UK & Ireland Limited, a company incorporated in England
		and Wales and the operator of CREST.
Excess	Applica on	the arrangement pursuant to which Qualifying Shareholders may
Facility		apply for addi onal Open Oﬀer Shares in excess of their Open Oﬀer
		En tlement in accordance with the terms and condi ons of the
		Open Offer.
Excess Shares	Open Oﬀer Shares applied for by Qualifying Shareholders under the
		Excess Application facility.
Exis ng Ordinary Shares	the 37,326,730 Ordinary Shares in issue at the date of this
or Existing Share Capital	Announcement, all of which are admitted to trading on AIM.
FCA		the Financial Conduct Authority of the United Kingdom.
FSMA		the Financial Services and Markets Act 2000, as amended.
Fundraising Resolutions	Resolu ons 1 and 3 as set out in the No ce to authorise the
		Company to allot and issue the New Ordinary Shares.
General Authority	the general authority which it is proposed be granted to the
		Directors to allot new Ordinary Shares and equity securi es for cash
		on a non pre-emp ve basis under the Companies Act 2006 which is
		more par cularly described in paragraph 12 of Part I of the
		Shareholder Circular.
Group	Banking	the Group's senior working capital facility and term loan with
Arrangements	Barclays Bank plc pursuant to a senior facili es agreement between
		the Company and Barclays Bank plc dated 31 December 2019 (as
		amended).
General Meeting	the general mee ng of the Company to be held at the oﬃces of the
		Company at Aldgate Tower, 2 Leman Street, London E1 8QN at 11.00
		a.m. on 3 February 2020.
Ince Gordon Dadds	Ince Gordon Dadds LLP, a limited liability partnership incorporated
		and registered in England and Wales with registra on number
		OC383616.
Ince Group or Group	the Company, its subsidiaries and its subsidiary undertakings.
Issue Price		45 pence per New Ordinary Share.

London Stock Exchange	London Stock Exchange plc.
New Ordinary Shares	the Placing Shares, the Open Offer Shares and the Staff Offer Shares.
Notice		the no ce of General Mee	ng which is set out at the end of the
		Shareholder Circular.
Offer Shares		the Open Oﬀer Shares and/or the Staﬀ Oﬀer Shares as the case may
		be.
Open Offer		the condi onal	invita on	by the	Company to	Qualifying
		Shareholders to apply to subscribe for the Open Oﬀer Shares at the
		Issue Price on the terms and subject to the condi ons set out in the
		Shareholder Circular and, in the case of Qualifying Non-CREST
		Shareholders, in the Open Offer Application Form.
Open Oﬀer Applica on	the applica on form accompanying the Shareholder Circular to be
Form		used by Qualifying Non-CREST Shareholders in connec	on with the
		Open Offer.
Open Offer Entitlement	the individual en	tlements of Qualifying Shareholders to subscribe
		for Open Oﬀer Shares allocated to Qualifying Shareholders pursuant
		to the Open Offer.
Open Offer Shares	the up to 4,444,444 new Ordinary Shares to be issued by the
		Company pursuant to the Open Offer.
Ordinary Shares	the ordinary shares of 1 pence each in the capital of the Company.
Overseas Person	any person whose usual residen al address is in a Restricted
		Jurisdiction.
Overseas Shareholder	Shareholders with a registered address in a Restricted Jurisdiction.
Placee		a subscriber for Placing Shares.
Placing		the condi onal placing of the Placing Shares by Arden at the Issue
		Price pursuant to the Placing Agreement.
Placing Agreement	the placing and oﬀer agreement dated 15 January 2020 between
		Arden and the Company.
Placing Share		the new Ordinary Shares proposed to be issued pursuant to the
		Placing.
Qualifying	CREST	Qualifying Shareholders holding Exis ng Ordinary Shares in
Shareholders		uncertificated form
Qualifying	Non-CREST	Qualifying Shareholders holding Exis ng Ordinary Shares in
Shareholders		certificated form.
Qualifying Shareholders	holders of Exis ng Ordinary Shares on the register of members of
		the Company at the Record Date but excluding any Overseas
		Shareholder.
Qualifying Staff	Staﬀ members at the Record Date but excluding any Overseas
		Person.
Record Date		14 January 2020.
Registrars o r Receiving	Computershare Investor Services PLC, The Pavilions, Bridgwater
Agent		Road, Bristol BS13 8AE.
Resolutions		the resolutions set out in the Notice.
Restricted Jurisdiction	the United States, Canada, Australia, New Zealand, the Republic of
		South Africa, Japan or any other jurisdic	on where the Open Oﬀer
		or the Staﬀ Oﬀer (as applicable) would cons tute a breach of local
		securities laws or regulations.
Securities Act	the US Securities Act of 1933, as amended.
Shareholders		the registered holders of Ordinary Shares.

Shareholder Circular	the circular to Qualifying Shareholders dated on or around the date
	of this Announcement.
Staff Offer	the condi onal invita on by the Company to Qualifying Staﬀ to
	apply to subscribe for the Staﬀ Oﬀer Shares at the Issue Price on the
	terms and subject to the condi ons set out in the Staﬀ Oﬀer Circular
	and in the Staff Offer Application Form.
Staﬀ Oﬀer Applica on	the applica on form accompanying the Staﬀ Oﬀer Circular to be
Form	used by Qualifying Staff in connection with the Staff Offer.
Staff Offer Circular	the circular from the Company to the Qualifying Staﬀ on or around
	the date of this Announcement which sets out details of the Staﬀ
	Offer.
Staff Offer Shares	the up to 4,444,444 new Ordinary Shares to be issued by the
	Company pursuant to the Staff Offer.
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland.
US or United States	the United States of America, each State thereof, its territories and
	possessions (including the District of Columbia) and all other areas
	subject to its jurisdiction.
uncertificated	recorded on the relevant register of the share or security concerned
	as being held in uncer ﬁcated form in CREST and tle to which, by
	virtue of the CREST Regula ons may be transferred by means of
	CREST.
£, pounds sterling,	are references to the lawful currency of the United Kingdom.
pence or p

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.comor visit www.rns.com.

END

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The Ince Group plc published this content on 15 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 January 2020 07:17:06 UTC

Axiom Dwfm Limited completed the acquisition of Business and certain assets of Ince Group PLC for Â£2.2 million.	04/07/23	CI
Certain Ordinary Shares of The Ince Group plc are subject to a Lock-Up Agreement Ending on 24-MAY-2023.	23/05/23	CI
Ashoka WhiteOak holds IPO; Fox Marble agrees takeover	28/04/23	AN
Axiom Dwfm Limited signed a Letter of Intent to acquire Business and certain assets of Ince Group PLC.	27/04/23	CI
UK-listed law firm Ince to seek sale after creditor bows out	12/04/23	RE
Ince Group enters administration after missing audit deadlines	12/04/23	AN
London-listed Ince Group to Appoint Administrator	12/04/23	MT
Clinical Negligence Services Limited completed the acquisition of business and assets from The Ince Group plc.	30/03/23	CI
The Ince Group plc Delays Earnings Results for the Year Ended 31 March 2022 and Unaudited Interim Results for the Six Months Ended 30 September 2022	14/03/23	CI
Ince results see further delay; Guild division launch	27/02/23	AN
Ince Group further extends results publication deadline	10/02/23	AN
Ince agrees GBP1.3 million sale of legal practice to Enable Law	27/01/23	AN
Ince Group Reaches Agreement To Sell Non-core Business	27/01/23	MT
Clinical Negligence Services Limited agreed to acquire business and assets from The Ince Group plc for £1.3 million.	26/01/23	CI
UK earnings, trading statements calendar - next 7 days	24/01/23	AN
Ince Group Finalizes Sale of Arden Partners to Zeus Group	16/01/23	MT
Zeus Capital Limited acquired Arden Partners plc from The Ince Group plc for Ãº3 million.	15/01/23	CI
Ince Group To Complete Arden Partners Sale In Mid-January	12/01/23	MT
TRADING UPDATES: MGC cuts costs; Ince gets Arden sale green light	03/01/23	AN
Ince Receives FCA Nod For Arden Partners Sale To Zeus	03/01/23	MT
CORRECT: Ince Group exceeds placing target after completing fundraiser	25/11/22	AN
Ince Group exceeds placing target after completing fundraiser	24/11/22	AN
Ince Group Raises $6 Million Via Placing, Retail Offer	24/11/22	MT
TRADING UPDATES: Helios Underwriting plans to raise GBP13.5 million	23/11/22	AN
Ince Group Agrees to Sell Arden Partners Unit to Zeus Group	16/11/22	MT

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