LONDON, UK: The Ince Group plc (AIM: Ince) has agreed conditional heads of terms for the sale of two subsidiaries in Gibraltar, Ince Gibraltar Limited and Ince Consultancy Gibraltar Limited (together, Ince Gibraltar).
The Ince Group plc (AIM: Ince) provides legal, financial services, consulting, and pension advice services.
Whilst the heads of terms are binding, the Disposal is conditional upon i) agreeing and executing a full form sale and purchase agreement and transitional services agreement; and ii) the approval of the Group’s principal lending bank.
The Disposal is part of the Company’s previously announced cost rationalisation exercise and restructure of the Group’s European business to align more specifically to its core legal business.
Under the Disposal, the Company has agreed to sell Ince Gibraltar to Peter Howitt, a director of Ince Gibraltar, and Heather Adamson, an employee, for £700,000 in cash less approximately £210,000 in respect of certain costs and deferred consideration owed to Peter Howitt (and these deductions are subject to final agreement).
Of the consideration payable, £300,000 has been paid to the Group as a deposit, subject to the Conditions being satisfied, and the balance is payable in four equal quarterly instalments over 12 months. The proceeds from the Disposal will be used by the Group for working capital.
The Group’s most recent audited accounts for the year to 31 March 2021 show that Ince Gibraltar had revenue of approximately £1.7 million and profit before tax of approximately £0.3 million. Gross assets at 31 March 2021 were approximately £2.7 million. The Group’s unaudited accounts for the year to 31 March 2022 show revenue of approximately £1.9 million from Ince Gibraltar.
One of the buyers of Ince Gibraltar, Peter Howitt, is a director of Ince Gibraltar and therefore the Disposal is a related party transaction under the AIM Rules for Companies. Accordingly, the directors of the Company (who are all independent for the purposes of the Disposal) consider, having consulted with the Company’s nominated adviser, Allenby Capital Limited, that the terms of the Disposal to Peter Howitt are fair and reasonable insofar as the Company’s shareholders are concerned.