Proposed Placing, Loan Amendments & Trading Update

RNS Number : 0541U

Ince Group PLC (The)

28 July 2022

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE INCE GROUP PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.  

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX III.

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

28 July 2022  

The Ince Group plc

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

Conditional Placing to raise approximately £7 million

Condition loan of £1.6 million and amendment to existing loan facilities

Trading update and proposed Board changes

The Ince Group plc (AIM: INCE), which provides legal, accounting, financial services, consulting and pensions advice services, today announces a trading update, proposed Board changes and its intention to raise approximately £8.6 million (before expenses) by way of:

· a placing of new ordinary shares of £0.01 each ("Ordinary Shares") with institutional and other investors to raise approximately £7 million (before expenses) (the "Placing") at a price of five pence per new Ordinary Share (the "Placing Price") ; and

· a loan of £1.6 million from its funding bank (the "Loan").

The background to and reasons for the Placing and the Loan, as well as an update on trading and prospects and details of proposed Board changes, are set out in Appendix I of this announcement.

The net proceeds of the Placing and the Loan (together the "Fund-raising") will be used to strengthen the Group's balance sheet, provide additional working capital and implement the cost rationalisation programme referred to in paragraph 3 of Appendix I of this announcement.

The Placing

The Placing will be conducted by way of an accelerated bookbuild (the "Bookbuild").  The Bookbuild will open with immediate effect following release of this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement . The Ince Group has entered into an agreement with Arden Partners Plc ("Arden") to act as the sole bookrunner in relation to the Placing.

The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of the Company and Arden and a further announcement confirming these details is expected to be made in due course. Arden reserves the right to close the Bookbuild without further notice. There can be no certainty that the Placing will complete. The Placing is not being underwritten.

Certain directors of the Group have indicated their intention to subscribe for shares in the Placing at the Placing Price. Donald Brown, Executive Director of the Company and CEO of Arden Partners, intends to subscribe for Placing Shares equivalent to £974,000 at the Placing Price, and James Reed-Daunter, a director of Arden, intends to subscribe for Placing Shares equivalent to £100,000 at the Placing Price.

The Placing Price of five pence per Ordinary Share represents a discount of approximately 58 percent. to the closing middle market price of an Ordinary Share on 27 July 2022 (being the latest practicable date prior to this Announcement).

The Ordinary Shares proposed to be issued in the Placing at the Placing Price will represent approximately 62 per cent. of the Enlarged Share Capital on Admission.

The Loan

The Company has reached agreement with its principal funding bank to utilise by way of a loan, £1.6 million of sums repaid under its existing term loan which was announced on 29 March 2021, as well as amendments to its existing Facilities Agreement.  Upon the draw-down of the Loan in full, the Company will have total borrowings with its principal funding bank of £17.0 million comprising the Loan (£1.6 million), a term loan of £7.4 million and a credit facility of £8.0 million. The Loan and the variation of the terms of the Facilities Agreement set out in the Amendment Agreement are subject to and conditional upon, inter alia, the completion of the Placing. Further details of the Loan and Amendment Agreement are set out in Appendix I below.

General Meeting

The Placing and the Loan are conditional, inter alia, upon the approval of the Company's shareholders ("Shareholders").  A general meeting of the Company ("General Meeting") at which shareholder approval to the Fund-raising will be sought will be held on 15 August 2022, notice of which will be set out in a Circular to Shareholders.

Further information and terms

Set out below in Appendix I is an extract from the draft Circular that is to be sent to Shareholders, with further details of the Placing, the Loan, the background to and reasons for the Fund-raise, an update on trading and details of the proposed Board changes .

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing in Appendix II to this Announcement. Further information relating to the Fund-raising is set out in Appendix I to this Announcement.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix II.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in Appendix III.

For further information: 

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

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Fund-raising and the Bookbuild	7.00a.m. on 28 July 2022
Placing Results Announcement	28 July 2022
Publication of the Circular	28 July 2022
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 11 August 2022
General Meeting*	11.00 a.m. on 15 August 2022
Results of the General Meeting announced	15 August 2022
Admission of the Placing Shares to trading on AIM and commencement of dealings	8.00 a.m. on 16 August 2022
Expected date for CREST accounts to be credited in respect of Placing Shares in uncertificated form	16 August 2022
Where applicable, expected date of dispatch of definitive share certificates for Placing Shares in certificated form	30 August 2022

Notes

1.  Some of the times and dates above are indicative only and it any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

2.  All of the above times refer to London time unless otherwise stated

3.  Events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

* Assuming the Circular is posted by 31 July 2022.

APPENDIX I - EXTRACTS FROM THE CIRCULAR

2.  INFORMATION ON The Ince group

The Ince Group is an international legal and professional services business with 22 offices in ten territories across Europe, the Middle East and Asia. 

With more than 700 people, the Ince Group delivers legal advice, strategic guidance and business solutions to clients from diverse sectors ranging from international corporates to high net worth individuals.

The Ince Group offers clients over 150 years of experience, insight and relationships and is driven by people whose broad expertise and deep sector specialisms provide their clients with solutions to their complex legal and strategic needs.

At the heart of the Ince Group's entrepreneurial culture is a desire to build meaningful, lasting relationships that go beyond the practice of law. Its 'one-firm' approach pairs clients with the best legal and strategic business professionals in their field who focus on equipping clients with the know-how and support they need to make the right decisions for their businesses. 

Since the Company's ordinary share capital was admitted to trading on AIM in 2017, the Ince Group's revenue has quadrupled and the business has been transformed; its service offering has broadened, sector expertise has deepened and legal and professional services teams have grown.

The Ince Group has ambitions to build a world-class business advisory group and has adopted a business model which is focused on consolidation and expansion into businesses which are complementary to its core legal services business. Acquired firms are either consolidated under the  Ince brand or continue to operate under their own brands.

In keeping with its strategy:

· Ince announced the formal launch of  Ince Corporate Finance, its corporate finance division, in September 2021 providing bespoke corporate finance advisory services to an international client base of large and small corporates, with particular expertise in real estate, infrastructure, shipping and aviation; and

· on 28 April 2022,  Ince completed the acquisition of Arden, a corporate finance and stockbroking business based in London.

In addition to the continued lateral hires programme (the recruitment of partners from other law firms), significant developments since the acquisition of Arden include:

· The appointment of Donald Brown, the Chief Executive of Arden, to the Board as an executive director of Ince;

· The appointment of Jennette Newman, formerly a senior equity partner in Clyde & Co's insurance team, as Ince's Head of Insurance and the Managing Partner of the Group's legal business in the UK;

· The appointment of Tim Foley, a real estate partner at Fladgate LLP, as the Head of the Group's legal real estate practice in the UK; and

· The appointment of Carol Rees, formerly the Group's deputy CFO, as the Group's Chief Operations Officer.

In addition, it is intended that, subject to and upon completion of the Fund-raising, Steve Douglas (the Arden Finance Director) will become Chief Integrations Officer, a non-Board role with responsibility for managing and implementing the proposed cost rationalisation programme referred to in paragraph 3. below .

3.  BACKGROUND TO AND REASONS FOR THE fund-raising

Since March 2020, the Group has suffered continuously challenging conditions for its operations as the Covid-19 pandemic has impacted all the Group's offices, most recently from the omicron outbreak, but particularly in the UK and Asia given stringent government restrictions imposed, some of which remain ongoing in Asia.  Despite this, the decision was taken to maintain the Group's existing teams of professionals in the face of reduced activity despite its impact on profitability in the short term.

Further, the Group's investment in the Hong Kong team in 2019 has produced substantial revenues but this has not led to similar cash returns on the investment as the travel restrictions between Hong Kong and the PRC has limited the local cash collection process. As a result, the performance of these operations is under review. As reported previously, cash lock-up levels across the Group's Asia offices, which has been exacerbated by the impact of Covid-19, is higher than for the rest of the Group and this continues to be a focus for management.

On 23 May 2022, the Company announced a trading update reflecting a challenging final quarter of the financial year ended 31 March 2022, which had seen revenues fall short of market expectations, ascribed to four factors.  These were:

· the resurgence of Covid-19 impacting the UK market from the end of November 2021;

· the Covid-19 impact in Hong Kong and PRC, particularly on the Group's offices in that region;

· the Ukraine conflict affecting global shipping, a key market for the Group; and

· a cyber-attack at the end of FY22, when the Group was mid-way through IT system migrations in Asia.

This revenue shortfall together with some adverse movements in overheads meant that reported pre-tax profits for the financial year ended 31 March 2022 were expected by the Board to be short of market expectations.

The cyber-attack meant that the Group had to adapt to difficult operating conditions for a short period of time. The attack principally affected non-client data and internal systems, including a disruptive impact on billings in the final and very important weeks of FY22, with the recording of hours worked having to move to a manual process and the production of invoices by fee earners being impossible for an extended period.  Recovery from these disruptions was longer and slower than anticipated and the disruption to the Group's normal way of working has had a negative impact on both people and systems, but as announced, our systems were substantially restored by 23 May 2022.  The Group has now assessed the full impact of the cyber-attack and the Board currently estimates that the cash impact on the Group will be approximately £4.9 million.  However, further work needs to be undertaken and this amount may change.  The Group has submitted an initial insurance claim for £4.9m which should partially be covered by the Group's business interruption insurance cover of up to £2 million, however, the Company's management estimate the claim could take up to 12 months to be processed and received. Any such insurance funds received are required to be used to repay the Loan and part of the Term Loan as detailed in paragraph 6. below.  

The cash impact of these events and their consequences mean that the Group continues to operate at the limit of its borrowing facilities (and was unable to make a short term repayment ('clean down' payment) on 31 May 2022) and short-term working capital has been negatively impacted . Therefore, the Group is seeking to complete the Fund-raising to support its short and medium term working capital requirements and implement a cost rationalisation programme.  Without the Fund-raising the Group will face financial difficulties and the Company will need to look to alternative sources of funding in the short term, which may not be readily available or so advantageous to the Group or its Shareholders.

Over the recent past, the Group has already achieved annualised cost savings of £2.2 million from property rationalisations, headcount reductions and reducing overheads.  Management is now focused on delivering the £1.0 million of synergies identified in the Arden acquisition and has identified further cost savings of £4.0 million across the Group which can be accelerated with the proceeds of the Fund-raising.  These include potential for a reduced overseas footprint, review and rationalisation of non-core business streams, further property rationalisation and headcount reductions and tighter control of overhead costs.  The Directors believe that there are yet further cost savings to be driven across the Group and that overall this will lead to a more streamlined and efficient structure for the Group.

4.  CURRENT TRADING AND PROSPECTS

The Group's trading in April 2022 at the beginning of the current financial year was subdued as the problems associated with working after the cyber-attack were addressed.  However, aggregate revenues in May and June have progressively recovered to near 2021 levels. Activity levels across the Group are continuing to pick up, particularly in the contentious legal areas such as aviation, shipping and sanctions and the Group has substantial productive capacity following the retention of teams earlier in the Covid-19 pandemic.  There was significant inflation of professional salaries through FY22 but this is now absorbed in the business and reflected in the Group's forecasts.

The Group's management is focused on the simple metrics of billable hours for fee earners, billable work for partners and control of working capital and overhead costs.  The newly appointed managing partner for the UK legal services business is undertaking department by department reviews of that business with a view to improving underlying performance metrics and thus profits.  The appointment of a Chief Integrations Officer will further support the management and implementation of the cost rationalisation programme which has been identified.

The Arden business has achieved good client retention among its broking clients following the loss of its ability to act as a Nominated Adviser and has achieved new client wins for fund raising activity. Reflecting the general broking market, it has had a quieter than expected period in the first half of 2022 but a strong pipeline for autumn 2022 fundraisings is being built.

It is now anticipated that the Group's audited accounts for the year ended 31 March 2022 will be announced in September 2022, the delay being largely as a result of the impact of the cyber-attack.

Whilst the Group continued to experience challenging conditions during the first quarter of the 2023 financial year for the reasons set out above, the Board believes that the business is now through the worst of the trading conditions and with the commercial impact of the cyber-attack addressed, the Board looks to the future with confidence. As part of this outlook, the Group will rely on the successful implementation of its cost rationalisation programme and growth strategy, utilising the proceeds from the Fund-raise.  However, the Board is cognisant of the prevailing macroeconomic headwinds persisting in major global economies, such as rising inflation and interest rates and the continuing Ukraine conflict that may impact the Group.

6.  details of the LOAN

In March 2021 the Group secured a £17.0 million three year financing agreement, comprising of a £9.0 million term loan for three years, amortising quarterly from September 2021 to March 2024, and a revolving credit facility of £8.0 million available for three years to March 2024. The Term Loan (of which £7.4 million is currently drawn) is repayable quarterly from 30 September 2022 with a £3.2 million final payment by 25 March 2024. The revolving credit facility of £8 million, which is fully drawn, is available for the period to 25 March 2024.

The Board has kept in close contact with its principal funding bank through-out the challenging period described under paragraph 4 above and due to failure to comply with certain terms of the Facilities Agreement.   The bank has now conditionally agreed to waive any non-compliance to date and make the Loan available upon the terms and subject to the satisfaction of the conditions set out in the Facilities Agreement as amended by the Amendment Agreement.

Pursuant to the Amendment Agreement the bank has agreed, inter alia, to:

· allow the Group to draw down up to £1,600,000 of funds already amortised under the Facilities Agreement in respect of the Term Loan. The Loan is repayable on a quarterly basis from 31 December 2022; and

· waive any breaches of covenants and other terms under the existing Facilities Agreement, including in respect of the clean down payment due on 31 May 2022.

In accordance with the terms of the Amendment Agreement the Company has agreed to pay the proceeds of any insurance claim relating to the cyber-attack towards the repayment of the Loan and any surplus towards the repayment of the Term Loan.  The Company has also agreed not to pay any dividends or distributions to shareholders before 30 March 2023.

The proceeds of the Placing will not be applied towards the satisfaction of the Group's obligations under the Facilities Agreement as amended by the Amendment Agreement and the net proceeds of the Placing will therefore be applied in full to the Group's working capital requirements as outlined in this letter.

The Loan and the variation of the terms of the Facilities Agreement set out in the Amendment Agreement are conditional, inter alia, upon the completion of the Placing and Admission.

The Facilities Agreement as amended by the Amendment Agreement, include typical terms for the facilities granted thereunder, including immediate repayment in the event of default and change of control and also requires the Company to satisfy regular reporting requirements and periodic financial tests.

The terms of the Facilities Agreement were first announced on 29 March 2021.

7.  DETAILS OF THE PLACING

The Placing Price represents a discount of approximately 58 per cent. to the closing price of 12 pence per Ordinary Share on 27 July 2022, being the last practical date prior to the announcement of the Placing and the publication of this document.  The Board considers the Placing Price to be the best available to enable the Group to raise the funds necessary for its working capital requirements in the time required.

The Placing is conditional, inter alia, upon:

(a)  the passing of the Resolutions at the General Meeting;

(b)  the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission;

(c)  Admission becoming effective by no later than 8.00 a.m. on 16 August 2022 or such later time and/or date (being no later than 8.00 a.m. on 31 August 2022) as Arden, Allenby and the Company may agree; and

(d)  the satisfaction of any conditions to the Loan (apart from any condition relating to the completion of the Placing).

If any of the conditions of 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.

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 Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

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

8.  USE OF PROCEEDS

The gross proceeds receivable by the Company pursuant to the Fund-raising are expected to be approximately £ 7 million, prior to expenses of approximately £ 350,000 . The Company intends to use the net proceeds of the Fund-raising to strengthen the Group's balance sheet, provide additional working capital and implement the cost rationalisation programme referred to in paragraph 3 above.

9.  THE PLACING AGREEMENT

Pursuant to the terms of the Placing Agreement, Arden, as agent for the Company, has conditionally agreed to use reasonable endeavours to procure subscribers for the Placing Shares. Arden has conditionally placed the Placing Shares with certain institutional and other investors at the Placing Price. The Placing Agreement is conditional upon, inter alia:

· the Resolutions being duly passed at the General Meeting;

· Admission becoming effective on or before 8.00 a.m. on 16 August 2022 (or such later time and/or date as Arden, Allenby and the Company may agree, but in any event by no later than 8.00 a.m. on 31 August 2022); and

· the satisfaction of any conditions to the Loan (apart from any condition relating to the completion of the Placing).

The Placing Agreement contains customary warranties from the Company in favour of Arden and Allenby in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Arden and Allenby in relation to certain liabilities that it may incur in respect of the Placing.

Arden and Allenby have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including, in the event that any of the warranties in the Placing Agreement were untrue or inaccurate, or were misleading when given or in the event of a material adverse change affecting the business, financial or trading position 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 Placing and Admission including all legal and other professional fees and expenses.

11.  SETTLEMENT AND DEALINGS

The Placing Shares will be issued credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after Admission.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the passing of the Resolutions at the General Meeting it is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on 16 August 2022.

12.  BOARD CHANGE

Adrian Biles as Group CEO has indicated his intention to step down as CEO and resign from the Board, subject to and with effect from the conclusion of the Fund-raising.  From the completion of the Fund-raising (i.e. with effect from Admission) Donald Brown, an executive Director of the Company and the CEO of Arden, will take over from Adrian as CEO of the Group.

13.  THE GENERAL MEETING

A general meeting of the Company will be held at 11.00 a.m. on 15 August 2022 at the offices of Ince Gordon Dadds LLP, Aldgate Tower, 2 Leman Street, London E1 8QN, at which resolutions will be proposed to Shareholders for the purposes of implementing the Placing as follows:

· Resolution 1 - an ordinary resolution to grant the Directors authority to allot the Placing Shares pursuant to the Placing

· Resolution 2 - a special resolution to disapply statutory pre-emption rights in respect of the allotment of the Placing Shares pursuant to the Placing (such Resolution being conditional upon the passing of Resolution 1)

Resolution 1 is being proposed as an ordinary resolution and requires approval by a simple majority of those votes cast (by persons present in person or by proxy) at the General Meeting for the resolution to be passed. Resolution 2 is being proposed as a special resolution and requires 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 resolution to be passed.

14.  RECOMMENDATION

The reasons for the Fund-raising are set out in paragraph 3 above.  The Directors believe that the issues the Group has faced are exceptional and non-recurring and that the Fund-raising will afford the Group the headroom it requires to implement its rationalisation programme and achieve a stable platform from which to grow and achieve its business plan.  Without the Fund-raising the Group will face financial difficulties and the Company will need to look to alternative sources of funding in the short term which may not be readily available or so advantageous to the Group or its Shareholders. The Directors therefore consider the Fund-raising to be in the best interests of the Company and its Shareholders as a whole and unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting.

The Directors confirm that they intend to vote in favour of the Resolutions in respect of their beneficial holdings amounting, in aggregate, to 12,237,654 Existing Ordinary Shares, representing approximately 14% per cent. of the Existing Ordinary Shares.

IMPORTANT NOTICE

This Announcement should be read in its entirety.

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

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

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

Allenby, which is authorised and regulated by the FCA in the United Kingdom, is acting Nominated Adviser to the Company in connection with the Placing. Allenby has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Allenby for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information. The responsibilities of Allenby as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

Arden is authorised and regulated by the FCA in the United Kingdom. Arden is acting solely as broker and bookrunner exclusively for the Company and no one else in connection with the Bookbuild and the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Bookbuild or the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Arden by FSMA or the regulatory regime established thereunder, Arden accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the Bookbuild or the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Arden accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

In connection with the Placing, Arden and its affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares in the Company ("Ordinary Shares") and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Arden and any of its affiliates acting as investors for their own accounts. In addition, Arden or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Arden has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Forward-looking Statements

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

APPENDIX II - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PROPOSED PLACING OF NEW ORDINARY SHARES IN THE CAPITAL OF THE INCE GROUP PLC (THE "COMPANY") (THE "PLACING").

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO FALL WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION WITHDRAWAL ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, ARE PERSONS TO WHOM IT IS LAWFUL TO COMMUNICATE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Arden Partners Plc (the "Bookrunner") or any of or any of their respective affiliates, agents directors, officers or employees ("Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares: (i) in the EEA will be made pursuant to an exemption under the EU Prospectus Regulation; and (ii) in the UK will be made pursuant to an exemption under the UK Prospectus Regulation, from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons to whom and whereby section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Information" section at the start of this Announcement.

By participating in the accelerated bookbuilding process (the "Bookbuilding Process") and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment").

Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Bookrunner is only procuring investors in the United Kingdom which meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "EU Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). 

Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. 

The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market, Assessment, the Bookrunner is only procuring investors in the European Union who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Bookrunner and the Company that:

1.  it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.  in the case of a Relevant Person in a member state of the EEA or the United Kingdom (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:

(a)  it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable); and

(b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable):

(i)  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 a Relevant State other than in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale; or

(ii)  where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons; and

3.  it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and

4.  it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

5.  except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside of the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and

6.  the Company and the Bookrunner will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority (the "FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set out in the contract note or electronic trade confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Bookrunner and the Allenby have today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, whereby amongst other things, the Placing is conditional on the Resolutions being duly passed at the General Meeting and the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of one pence each ("Ordinary Shares") in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Applications will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that: (i) the issue and admission of the Placing Shares will take place on or before 8.00 a.m. on 16 August 2022 ("Admission") and that dealings in the Placing Shares on AIM will commence at the same time.

The Bookbuilding Process

The Bookrunner will commence the Bookbuilding Process to determine demand for participation in the Placing by Placees immediately following the publication of this Announcement. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Bookrunner and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.

Principal terms of the Bookbuilding Process and Placing

1.  The Bookrunner is acting as agent for and on behalf of the Company for the purposes of the Placing.

2.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to enter bids in the Bookbuilding Process.

3.  The price per Placing Share (the "Placing Price") is fixed at five pence and is payable to the Bookrunner (as agent for the Company) by all Placees whose bids are successful. The number of Placing Shares will be agreed between the Bookrunner and the Company following completion of the Bookbuilding Process. The number of Placing Shares will be announced by the Company (the "Placing Results Announcement") following the completion of the Bookbuilding Process and the entry into the Placing Agreement by the Company and the Bookrunner.

4.  To bid in the Bookbuilding Process, Placees should communicate their bid by telephone or email to their usual sales contact at the Bookrunner. Each bid should state the number of Ordinary Shares which a Placee wishes to acquire at the Placing Price. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph 9 below. The Bookrunner is arranging the Placing as agent of the Company.

5.  The Bookbuilding Process is expected to close no later than 5.00 p.m. on 28 July 2022 but may be closed earlier or later subject to the agreement of the Bookrunner and the Company. The Bookrunner may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed. The Company reserves the right (upon agreement of the Bookrunner) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its discretion.

6.  Each Placee's allocation will be determined by the Bookrunner in its discretion following consultation with the Company and will be confirmed to Placees either orally or by email by the Bookrunner. The Bookrunner may choose to accept bids, either in whole or in part, on the basis of allocations determined at its absolute discretion, in consultation with the Company, and may scale down any bids for this purpose on the basis referred to in paragraph 9 below.

7.  The Company will release the Placing Results Announcement following the close of the Bookbuilding Process detailing the aggregate number of the Placing Shares to be issued.

8.  Each Placee's allocation and commitment will be evidenced by a contract note or electronic trade confirmation issued to such Placee by the Bookrunner. The terms of this Appendix will be deemed incorporated in that contract note or electronic trade confirmation.

9.  Subject to paragraphs 4 , 5 and 6 above, the Bookrunner may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed. The Bookrunner may also, notwithstanding paragraphs 4 , 5 and 6 above, subject to the prior consent of the Company:

(a)  allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and

(b)  allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time.

10.  Each Placee's allocation and commitment to acquire Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

11.  Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12.  Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

13.  All obligations under the Bookbuilding Process and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

14.  By participating in the Bookbuilding Process, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

15.  To the fullest extent permissible by law and applicable FCA rules, neither:

(a)  the Bookrunner;

(b)  any of its affiliates, agents, directors, officers, consultants, partners or employees; nor

(c)  to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner);

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic trade confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the Bookrunner.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB00BZBY3Y09) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+2 basis unless otherwise notified by the Bookrunner and is expected to occur on 18 August 2022 in respect of the Placing Shares in accordance with the contract notes or electronic trade confirmations. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above the prevailing LIBOR as determined by the Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for the Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on its behalf. By communicating a bid for Placing Shares, such Placee confers on the Bookrunner all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which the Bookrunner lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note or the electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer or agreement to transfer Placing Shares), the Company shall not be responsible for payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Bookrunner under the Placing Agreement in respect of the placing of the Placing Shares are conditional upon, inter alia:

(a)  none of the warranties (the "Warranties") being untrue or inaccurate or misleading in any respect which is material in the context of the Placing at any time between the date of the Placing Agreement and Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate or misleading in any respect which is material in the context of the Placing prior to Admission;

(b)  the shareholder resolutions set out in the Notice of General Meeting, to be proposed at the general meeting of the shareholders of the Company to be held at 11.00 a.m. on 15 August 2022 (the "General Meeting"), to grant the Directors the authority and power to allot and issue the Placing Shares on a non-pre-emptive basis (the "Resolutions") having been duly passed;

(c)  the satisfaction of any conditions to the completion of the Loan, save for any conditions which relate to the completion of the Placing; and

(d)  Admission taking place no later than 8.00 a.m. on 16 August 2022 .

All of conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions are not fulfilled or, where permitted, waived by the Bookrunner in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Bookrunner may agree), or the Placing Agreement is terminated in accordance with its terms, then to the extent that Admission has not occurred (as applicable), the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and on such terms as it considers appropriate, waive fulfilment of all or any of the conditions in whole or in part, save that certain conditions including submitting the application as provided by rule 5 of the AIM rules, the passing of the Resolutions referred to above and relating to Admission taking place no later than 8 .00 a.m. on 16 August 2022 may not be waived.

The Bookrunner or Allenby may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Placing

Arden and / or Allenby may, in their absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

(a)  they become aware of any circumstance which has resulted in a material breach of any of the Warranties when given at the date of the Placing Agreement or which results in or might result in a breach of any of the Warranties when deemed given;

(b)  any material adverse change in the financial or trading position or prospects of the Company has or will occur;

(c)  an event or other matter has occurred or is likely to occur which, in the good faith opinion of Arden and / or Allenby, is (or will be if it occurs) likely materially and prejudicially to affect the financial position or the business or prospects of the Company or otherwise makes it impractical or inadvisable for Arden and / or Allenby to perform their respective obligations under the Placing Agreement; or

(d)  any other occurrence of any kind which (by itself or together with any other such occurrence) in Arden's reasonable opinion (or as the case may be Allenby) is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole'

and any such circumstances, change, matter or occurrence is material in the context of the Placing

If the Placing Agreement is terminated in accordance with its terms, to the extent that Admission has not occurred (as applicable), the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to such Placee and that none of the Company, the Bookrunner nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. Each Placee further agrees that they will have no rights against the Bookrunner, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by the Bookrunner of a contract note or electronic trade confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Company and the Bookrunner (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) that (save where the Bookrunner expressly agrees in writing to the contrary):

1.  it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with each Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2.  it has not received and will not receive a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

(a)  is required under the EU Prospectus Regulation, UK Prospectus Regulation or other applicable law; and

(b)  has been or will be prepared in connection with the Placing;

3.  the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for the Companies (the "AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of domestic law pursuant to the European Union Withdrawal Act 2018 ("MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4.  it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither the Bookrunner nor the Company nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;

5.  neither the Bookrunner nor any person acting on behalf of it nor any of its Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph 5 excludes the liability of any person for fraudulent misrepresentation made by that person;

6. 

(a)  the only information on which it is entitled to rely and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the information in this Announcement and the Publicly Available Information;

(b)  neither the Bookrunner, nor the Company (nor any of their respective Representatives) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, nor will it provide any material or information regarding the Company, the Placing or the Placing Shares;

(c)  it has conducted its own investigation of the Company, the Placing (including its terms and conditions) and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and

(d)  it has not relied on any investigation that the Bookrunner or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

7.  the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8.  neither it nor the beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, be a resident of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan;

9.  the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

10.  it may be asked to disclose in writing or orally to the Bookrunner: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

11.  it has the funds available to pay for the Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;

12.  it and/or each person on whose behalf it is participating:

(a)  is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)  has fully observed such laws and regulations;

(c)  has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(d)  has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

13.  it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

14.  it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

15.  it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

16.  it understands that:

(a)  the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and will be subject to restrictions on resale and transfer subject to certain exceptions under US law;

(b)  no representation is made as to the availability of the exemption provided by Rule 144 of the Securities Act for resales or transfers of Placing Shares; and

(c)  it will not deposit the Placing Shares in an unrestricted depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

17.  it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

(a)  in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

(b)  pursuant to another exemption from registration under the Securities Act, if available,

and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;

18.  no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

19.  it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares may, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

20.  it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

21.  it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

22.  it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor the Bookrunner makes any representation or warranty with respect to the same. Accordingly, neither the Company nor the Bookrunner can provide any advice to US investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor the Bookrunner undertakes to provide to US investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and US investors and shareholders should not assume that this information will be made available to them;

23.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

24.  none of the Bookrunner, the Company nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

25.  it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

26.  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

27.  no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

28.  the person who it specifies for registration as holder of the Placing Shares will be:

(a)  the Placee; or

(b)  a nominee of the Placee, as the case may be,

and that the Bookrunner and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

29.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

30.  if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

31.  it has not offered or sold and will not offer or sell any Placing Shares to persons in a Relevant State prior to the expiry of a period of six months from each Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

32.  if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable);

33.  it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by the Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

34.  it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the MAR in respect of anything done in, from or otherwise involving the United Kingdom);

35.  if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors, or in circumstances in which the express prior written consent of the Bookrunner has been given to each proposed offer or resale;

36.  if it has received any inside information (for the purposes of MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

(a)  dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company;

(b)  encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or

(c)  unlawfully disclosed such information to any person, prior to the information being made publicly available;

37.  the Bookrunner and its affiliates, acting 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 securities of the Company or other related investments in connection 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 subscription, acquisition or dealing by, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

38.  it:

(a)  has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations");

(b)  is not a person:

(i)  with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

(ii)  named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(iii)  subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(together with the Money Laundering Regulations, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

39.  in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

40.  it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note or through the electronic trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;

41.  it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

42.  it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing 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 which it agrees to acquire upon the terms of this Announcement;

43.  the Company, the Bookrunner and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable;

44.  it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it:

(a)  is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and

(b)  will remain liable to the Company and the Bookrunner for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

45.  time is of the essence as regards its obligations under this Appendix;

46.  any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;

47.  the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

48.  the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuilding Process and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination or such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner and each of their respective Representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Bookrunner, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The rights and remedies of the Bookrunner and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Bookrunner shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that either the Company and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Bookrunner for itself and on behalf of the Company and are irrevocable.

The Bookrunner is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Bookbuilding Process and the Placing, and the Bookrunner will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuilding Process or the Placing or any other matters referred to in this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Appendix III - DEFINITIONS

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

"Act"	the Companies Act 2006
"Admission"	the admission of the Placing Shares to trading on AIM in accordance with Rule 6 of the AIM Rules
"AIM"	the AIM Market of the London Stock Exchange
"AIM Rules"	the rules applicable to companies governing their admission to AIM, and following admission their continuing obligations to AIM, as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time
"Allenby"	Allenby Capital Limited, nominated adviser to the Company
"Amendment Agreement"	the agreement amending certain terms of the Facilities Agreement dated 26 July 2022
"Arden"	Arden Partners Plc, sole broker and bookrunner to the Company
"Board" or "Directors"	the directors of the Company, or any duly authorised committee thereof
"Bookbuild"	the accelerated bookbuild process in relation to the Placing which will establish the demand for and total number of Placing Shares to be issued in the Placing at the Placing Price
"business day"	a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London
"certificated" or in "certificated form"	where a share or other security is not in uncertificated form (that is, not in CREST)
"Circular"	the circular of the Company expected to be posted to Shareholders on or about 28 July 2022 giving (amongst other things) details of the Placing and incorporating the Notice of General Meeting
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"EEA"	the European Economic Area
"Existing Ordinary Shares"	the 87,008,739 Ordinary Shares in issue at the date of this Announcement, all of which are admitted to trading on AIM
"Euroclear"	Euroclear UK & International Limited, a company incorporated under the laws of England and Wales
"Facilities Agreement"	the senior facilities agreement between the Company, other members of the Group and its funding bank dated 26 March 2021 (and as announced on 29 March 2021)
"FCA"	the UK Financial Conduct Authority
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the General Meeting, which will be enclosed with the Circular
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fund-raising"	the Loan and the Placing
"FY22"	the financial year of the Group ended 31 March 2022
"General Meeting"	the general meeting of the Company to be convened for 11.00 a.m. on 15 August 2022 (or any adjournment thereof) at which the Resolutions will be proposed, notice of which will be set out at the end of the Circular
"Ince Directors" or "Directors"	any member of the Company's board of directors
"Ince " or " Company"	The Ince Group plc
"Ince Group" or "Group"	the Company, its subsidiaries and its subsidiary undertakings
"Loan"	an amount equivalent to the £1.6 million of the Term Loan repaid by the Group under the terms of the Facilities Agreement
"London Stock Exchange"	London Stock Exchange plc
"MAR"	the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of domestic law pursuant to the European Union Withdrawal Act 2018
"Notice of General Meeting"	the notice of General Meeting to be set out at the end of the Circular
"Ordinary Shares"	the ordinary shares of £0.01 each in the capital of the Company
"Overseas Shareholders"	shareholders of Ince who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
"Placing"	the placing by Arden (on behalf of the Company) of the Placing Shares at the Placing Price
"Placing Agreement"	the placing agreement entered into on 28 July 2022 between the Company, Arden and Allenby
"Placing Price"	five pence per Placing Share
"Placing Shares"	the Ordinary Shares to be issued and allotted pursuant to the Placing
"pounds", "£", "penny", "pence", "p" or "Sterling"	the lawful currency of the United Kingdom
"Registrars"	Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE
"Resolutions"	the resolutions to be proposed at the General Meeting for the purpose of giving effect to the Placing as set out in the Notice of General Meeting
"Restricted Jurisdiction"	the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan or any other jurisdiction where the receipt of this document would constitute a breach of local securities laws or regulations
"Securities Act"	the United States Securities Act of 1933, as amended
"Shareholders"	holders of Ordinary Shares
"Term Loan"	the £9 million amortising term loan granted to the Group pursuant to the Facilities Agreement
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or in "uncertificated form"	in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST
"US" or "United States"	United States of America, its territories and possessions and the District of Columbia

 

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