Gordon Dadds Group PLC Statement regarding merger (5011F)
October 29 2018 - 3:00AM
UK Regulatory
TIDMGOR
RNS Number : 5011F
Gordon Dadds Group PLC
29 October 2018
29 October 2018
Gordon Dadds Group plc
("Gordon Dadds" or the "Group")
Statement regarding merger
Gordon Dadds agrees acquisition of Ince & Co International
LLP and its affiliated entities to create the UK's largest listed
law firm by revenue
Gordon Dadds Group plc (AIM: GOR) the fast growing legal and
professional services business, announced today that it has agreed
terms for the acquisition of the international network of law
firms, Ince & Co International LLP and its affiliated entities
('Ince'), subject to final documentation.
The merged entity will become a new global legal business and
the largest listed law firm in the UK by revenue. It will be a top
40 UK legal firm and will trade as Ince Gordon Dadds LLP.
The new firm will be led by Gordon Dadds' Managing Partner &
CEO, Adrian Biles, supported by Peter Rogan, Chairman of the Board
of Ince, the heads of the merged firms' offices and business units
and the Gordon Dadds management team. It will be headquartered in
Aldgate Tower in London and will have aggregated revenues
(including affiliated entities) of over GBP110m, with 100 partners
and offices in nine countries.
Commenting on the merger, Adrian Biles, Gordon Dadds' Managing
Partner & CEO, said:
"Ince is a highly successful and well-respected business with an
iconic brand and I will be delighted to welcome our new colleagues
to the Group.
"The merger will build upon the complementary strengths of the
two firms in terms of industry expertise and range of services. Our
management model will also allow Ince's partners and fee earners to
focus even more on providing market leading legal advice to a
stellar client base.
"I'm very pleased that I will be supported in leading the
combined firm by Peter Rogan and his colleagues at Ince."
Peter Rogan, Chairman of the Board of Ince, said:
"This is an exciting day for us at Ince, with this cutting-edge
deal being very much in line with our long-established strategy.
I'm proud that the Ince name will continue and am very excited to
be moving forward together as part of this innovative new structure
with access to new capital allowing us to gain greater competitive
advantage in the market."
"This merger is good news as it enables us to extend our client
offering and invest further in our people who provide the highest
quality advice and service to clients in our chosen sectors and
geographies."
Summary of Ince
Ince is a network of affiliated international commercial law
firms, serving its global client base from offices across Asia,
Europe and the Middle East. It focuses on four core sectors:
Transport, Trade, Energy & Infrastructure and Insurance. It is
estimated that GBP52.5m of Ince's turnover in the year ended 30
April 2018 would be consolidated by Gordon Dadds and Gordon Dadds
had an annual run rate of GBP42m at 31 March 2018.
Summary of the acquisition terms
Gordon Dadds has agreed in principle to acquire all of the Ince
equity partners' interests in Ince & Co International LLP and
its affiliated entities ('Ince International') and all of their
respective business and assets (subject to the liabilities) or,
where legal or regulatory considerations require it in respect of
the overseas affiliates, to enter into alternative network sharing
and/or governance arrangements.
The consideration for the acquisition will equate to a
percentage of the turnover generated by the equity partners of Ince
& Co International LLP over the three years from completion.
The consideration is estimated to amount to GBP34 million. Gordon
Dadds will also issue to the members of Ince & Co International
LLP an aggregate of up to 3 million options to subscribe for
ordinary shares in Gordon Dadds at 140p which will vest on the
third anniversary of completion and may be exercised at any time up
to 31 December 2028. The consideration payable to each member of
Ince & Co International LLP in the first year is subject to a
minimum guaranteed amount for each partner, the aggregate of which
is based on the budgeted turnover for the first year. Gordon Dadds
will also settle the capital and current account balances
(estimated at GBP9.1 million) due to members from the entities
acquired.
Gordon Dadds LLP will change its name to Ince Gordon Dadds LLP
with effect from Completion which the parties are aiming to occur
by 31 December 2018.
Current trading
Gordon Dadds Group plc is preparing its results for the 6 months
ended 30 September 2018 and expects to announce its interim results
around the end of November. The directors consider that the results
will be in line with market expectations.
AIM trading suspension
Gordon Dadds shares will remain suspended pending further
clarification on the final terms and conditions and financing of
the proposed merger.
Ends
FOR FURTHER INFORMATION, PLEASE CONTACT:
Gordon Dadds Group plc via Portland
Adrian Biles, Chief Executive
Officer
Christopher Yates, Chief Financial
Officer
Arden Partners, Nominated Adviser
and broker to the Company
John Llewellyn-Lloyd
Ciaran Walsh
Alex Penney
Media enquiries: +44 (0) 20 7614 5900
Portland (on behalf of Gordon +44 (0) 20 7554 1789
Dadds) Email: gordondadds@portlandcommunications.com
Steffan Williams
Daniel Regan
Lauren Gallagher +44 (0) 7957 397 514
Email:
ARC Legal Marketing (on behalf alex@arclegalmarketing.com
of Ince)
Alex Charlwood
Gordon Dadds Group plc
Gordon Dadds LLP is a subsidiary of Gordon Dadds Group plc, a
fast growing international legal and professional services
group.
As well as providing legal services, the Gordon Dadds Group
provides accounting, financial services, consulting and pensions
advice to clients. Our broad reach enables us to add real value and
create opportunities for our clients by making connections between
them and our extensive network of contacts and experts.
For more information, please visit: www.gordondaddsgroup.com
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END
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