& Ince

DateName Surname / Job title 01-08-2021

& Ince

Presentation of results for the year ended 31 March 2021

Adrian BilesCEO

Presenters

Simon OakesCFO

› City Solicitor with 30 years

experience

› Leading private equity

transactions across multiple

business sectors

› Founder and 16% owner of

the Group

› Chartered accountant

› Corporate finance practitioner

for over 15 years at both EY

and Deloitte

› Joined the Group in 2018

› Appointed as CFO in 2020

2

3

FY21 Highlights

Countries Offices9 21Legal and

business services

professionals

400+ Multiple nationalities

The Ince Group plc Statistics

3

Steady results in face of Covid-19

Strategic progress

› New offices in Cyprus and Abu Dhabi

› Two collaborations established with leading specialists in

marine cyber security and real estate KYC

› Investment in further team and individual lateral fee-earner

hires

Operational progress

› Practice management system successfully installed in all

offices (apart from Asia expected for late 2021)

› Successful transition to new working practices

› Decision to move to agile working resulted in reduced space

need at main London office

› Key account management programme fully operational with

encouraging initial results

› More than 10 new partners recruited

› Board strengthened

Key financial highlights

Note: except where stated, financial information in this presentation is presented in £ million

* Prior year financials in this presentation are restated for exclusion of discontinued business

** Refer to appendices on pages 20 and 21 for details of calculation 4

Free cash flow

£4.4m** (FY20: (£16.9m*))

Net debt

£6.6m** (FY20: £6.9m*)

Available cash

and facilities

31 03 2021

£10.8m**(FY20: £5.3m)

Revenue

£100.2m (FY20: £96.3m*)

Overhead %

of revenue

35.1%(FY20: 36.5%*)

Gross margin

44.3%(FY20: 46.1%*)

Lock-up

118 days(FY20 96 days)

Operating

profit before

non-underlying

items

£9.2m(FY20: £9.2m*)

5

Summary last five years

Revenue past £100m

Approaching 10% profitability

Generating free cash as legacy liabilities unwind

24.9 31.2

52.6

96.3 100.2

-

20.0

40.0

60.0

80.0

100.0

120.0

FY17 FY18 FY19 FY20 FY21

Revenue

2.4 2.6

5.9

9.2 9.2

-

2.0

4.0

6.0

8.0

10.0

FY17 FY18 FY19 FY20 FY21

Operating profit before non-underlying costs

(0.7) (1.8)

(7.2)

(16.9)

4.4

(20.0)

(15.0)

(10.0)

(5.0)

-

5.0

10.0

FY17 FY18 FY19 FY20 FY21

Free cash flow

FY21 FY20

Revenue 100.2 96.3

Staff / partner costs (49.9) (48.1)

Other production costs (5.9) (3.8)

Gross profit 44.3 44.4

Margin % 44.3% 46.1%

Administrative staff costs (14.8) (14.7)

Operating costs (20.4) (20.4)

Operating profit before non-underlying costs 9.2 9.2

Margin % 9.2% 9.6%

6

Resilient trading performance

› Revenue growth £3.9m (4%) year on year is primarily organic –

limited acquisitions since Ince final stage and lateral hires largely

match churn

› Staff / partner costs include a number of laterals who have not

yet reached full activity level – decision taken to preserve teams

and committed hires

› Other production costs £2.1m increase primarily a result of

doubtful / bad debts (shown later)

› Gross margin 44.3% decline year on year (1.8pp from 46.1%)

represents Covid-19 impact on revenue

› Staff costs include c. £2m of grant income for job retention,

primarily in administrative staff. Reductions in heads in the year,

will partially offset the cessation of this income

› Operating costs include IT expenditure, which has been

increased for working from home, and property portfolio where

short term leases in UK will allow for medium term cost

reductions

› Realisation of cost efficiencies from roll out of practice

management system delayed into current financial year whilst

travel restrictions persist

Note: Non-underlying costs (£6m) relate in particular to forced

abandonment of part of London head office and one-off Greek firm

litigation

7

Profit bridge The graph below illustrates key movements between FY20 and FY21:

› UK revenue recovery depends on commercial litigation market activity

› Lateral hires with international practices have not yet been able to build their markets post-joining

› Doubtful / bad debt rate can be reduced by focus on lock up – partner remuneration model

incentivises this recovery

› Management focus is to maintain and, where possible, further reduce operating costs

9.2 3.0

1.9

2.1

9.2 2.9

4.0 0.1

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

Decrease Increase

FY21 FY20

UK EMEA Asia Total UK EMEA Asia Total

Revenue 58.7 16.2 25.3 100.2 61.7 13.3 21.3 96.3

Gross margin 26.7 6.6 11.0 44.3 30.7 3.7 10.0 44.4

% 45.5% 40.9% 43.5% 44.3% 49.7% 27.6% 47.1% 46.1%

Bad debt % 4.3% 3.0% 4.3% 4.1% 2.7% 0.3% 1.4% 2.1%

Note: included within gross margin

Lock up 18.6 3.5 10.3 32.4 12.6 3.4 9.4 25.5

Lock up days 116 79 149 118 75 93 162 96

Fee earners 349 88 114 551 386 78 95 559

Revenue per fee earner £'000 168 185 222 182 160 171 225 172

8

Performance drivers and lock-up

› EMEA and Asia markets growing significantly› In UK slow downs in some sectors are linked to short term market constraints linked with Covid-19 with partial offset

in sectors such as real estate› Lock-up increase (also shown in doubtful / bad debt charge increase) is partly structural and partly temporary – key

focus will be on reversing the temporary element during FY22

FY21 FY20

Operating profit before non-underlying costs 9.2 9.2

Add back:

Depreciation 5.6 6.0 Amortisation (including relating to partner payments) 3.4 2.1 Other 0.3 0.2 Sub-total 18.4 17.6

Net working capital movements:

Decrease/(increase) in trade and other receivables (0.7) (9.6)

(Decrease)/increase in trade and other payables 6.5 (0.5)(Decrease)/increase in provisions (1.3) (6.4)

Cash generated by operations 23.0 1.1

Lease costs (5.6) (3.3)

Payment of contingent / deferred consideration (10.0) (10.1)Purchase of PPE & intangible assets (1.9) (3.1)Net interest received/(paid) (0.8) (0.7)Tax paid (0.3) (0.9)

Free cash flow 4.4 (16.9)

Free cash flow conversion 48.0%

Note: Free cash flow conversion represents the ratio of Free cash flow to Operating profit before non-underlying costs

9

Free cash flow performance› Free cash flow used as key measure of

underlying financial performance of cash flow

› Conversion rate of 48% in the year as business

moves out of acquisition / integration phase of

Ince deal

Net working capital reflects:

› Lock up days increases (rather than reversal of

last year’s acquisition-linked outflows)

› Build of creditors from the deferral of payments

to certain suppliers including HMRC which are

now beginning to unwind

› Reduction in outflow of provisions as Ince

acquisition costs are nearly unwound

› Short term focus is on ensuring smooth return to

normality (with support from expanded facility

with Investec)

› Lease costs include the full costs of the existing

portfolio (a limited amount of rent payment was

delayed past the year end) – significant UK

break clauses arise in the next 12-18 months’

time

› Contingent & deferred consideration is

continuing to unwind – the Ince acquisition deal

expires at the end of December 2021 and

payments will wind down over the following 12

months

› Ongoing investment in practice management

system will reduce as final roll out around the

Group is achieved

8.3

0.2

0.8 0.3 1.9 5.6

10.0

1.9

13.6

0.3

5.2

18.7 4.6

14.5

-

5.0

10.0

15.0

20.0

25.0

30.0

Outflow Inflow

10

Cash flow bridge

New, larger facility with Investec Group plc

secured in March 2021

Free cash flow = £4.4 million

› Free cash flow – aimed at 70-75% of operating profit before underlying costs inmedium term

› Focus on lock up improvements in the forthcoming period to offset the unwindin net working capital of postponed costs

› Medium term opportunities in reduction of both lease costs (as UK breakclauses arise in 2022) and deferred consideration (as deals come to an end)

11

Growth strategy

Countries Offices9

Our Strategy is to

grow and acquire revenue through organic growth, lateral hires and, where appropriate, acquisition and to administer that revenue through a single efficient administrative operation in a low-cost environment.

Delivery by

1. Recruiting high quality personnel

2. Developing new business streams

3. Acquiring complementary businesses

4. Forging strategic alliances

Robust central infrastructure

To support the delivery of the strategy, the Group has a well-established platform and infrastructure.

Four pillars for sustainable growth and long-term value

12

Strategic progress

RECRUITMENT1. Continue to attract top level talent in the UK and

internationally

2. New maritime business in Cyprus

3. New asset finance business in the Middle East

STRATEGIC ALLIANCES1. Expanded our network in China

2. New integrated client solutions in areas such as

• Cyber security

• Client on-boarding / AML compliance

NEW BUSINESS STREAMS1. Integrating private client offerings

2. Diversifying service offering

• Corporate finance

• Fiduciary

• ESG advisory

ACQUISITIONS1. Continuous review of acquisition opportunities

Building a world class business advisory group

13

Summary & Outlook

13

Revenue past £100m Generating free cash as legacy liabilities

unwind

Approaching 10% profitability

Outlook

› First quarter of the year has started positively (Q1 revenue up 5% on prior year)

› Practice management system rollout in Asia expected to be completed by the end of the year

› Positive outlook for our disputes business as the courts begin to open up

› Dividend to resume in 2022 financial year

The Group has the strength, flexibility and commitment to prosper and grow for the benefit of shareholders and colleagues over the

coming years.

Adrian Biles

CEO

Simon Oakes

CFO

14

Q&A

Further information

15

16

FY2019• ProLegal acquired from Capita

• Wealth and Pensions Management business acquired (Hanover Group)

• Immigration practice acquired (Platt & Co)

• Acquired Alen-Buckley

• Reversed into Work Group plc

• Acquired CW Energy

FY2017

• Acquired members’ interests in Ince London and made network arrangements internationally

• Acquired Gibraltar solicitors Ramparts Law

• Announced major fill-in in Hong Kong

• Concluded new network arrangements for Ince’sinternational offices

• Acquired Metcalfes Solicitors

• Acquired Thomas Simon

• Opened its first international office in Hong Kong

FY2018

• Strengthened leadership team

• Top tier lateral hires joined including ten fee earners from Bentleys, Stokes and Lowless

FY2020

FY2021

£31.24m£25.07m £96.3m*£51.90m £100.2m

Growth journey since listing

• New office opened in Cyprus

• Ince Consultancy Middle East opens in Abu Dhabi

• New Head of Private Wealth advisory practice

• Top tier lateral hires joined

• Strategic alliance in China

• New client solutions in areas such as Cyber security, client on-boarding / AML compliance

FY2019

Investment case

17

1.

Strong sector and

geographic base

> The Ince Group has offices in nine

countries and 700 employees, of

whom over 400 are legal and

business services professionals.

> We have a market-leading reputation

in sectors such as shipping, aviation

and insurance.

> We are continually increasing the

value of the business from this strong

sector and geographical base by

extending our expertise into other

legal practice areas and expanding

our professional and business

advisory offering.

> We will achieve this extension and

expansion from our existing offices but

will, where prudent and possible, add

new ones.

2.

Clear growth

drivers

› Our high performing lawyers and

consultants have strong client

relationships which underpin organic

growth.

› The Ince brand and a transparent

approach towards remuneration and

career development allow us to attract

the highest quality joiners.

› Our structure promotes collaborative

selling behaviour between both

professionals and offices.

› The halo effect from our world-leading

shipping and insurance practice

enhances our ability to move beyond

legal services and into consultancy

and business advisory.

3.

Scalable

business

› Centralised and scalable low-cost

back office underpins operational

consistency and profitable revenue

growth.

› The diversification across geography,

sectors and professional service

product lines creates significant

opportunities to grow organically and

by acquisition.

› IT system allows us to quickly and

efficiently integrate a single lateral hire

or team hire, or the acquisition of a

large firm.

A responsible business focussed in particular, on the wellbeing of employees during the pandemic

Non-financial highlights

Environmental

› A people business with some of the

lowest emissions amongst UK top

50 law firms* impact mainly to do

with our energy and paper usage

› Cycle to work scheme introduced

› Advocate of “paperlite”

› New virtual collaboration tools

replacing the need for physical

meeting/office attendance

› Flexible working to continue

18

Social

› Focus on employee wellbeing and

engagement

› D&I panels ensured D&I was part of

our day-to-day culture through

training, regular communication,

virtual events and updated policies

› Active CSR programme: more than

100 colleagues made an impact

through various CSR initiatives

Governance

› QCA Corporate Governance

statement on Group website:

www.theincegroup.com/investors/co

rporate-governance/

› Board appointments

› Announced July21: Appointment

of two highly experienced non-

executive directors

› New Chair of Audit committee

independent from Board Chair

*A survey by Law.com of the UK Top 50 law firms carbon emissions published in May 2021 ranked Ince amongst the lowest.

Our approach to ESG

Policies: The Board believes that in pursuit of the Group's strategy for successful and profitable growth, it is crucial to implement policies'

within the business which will encourage the "right behaviour" of ethical and fair treatment of our people and all those we do business with.

Doing the right thing: Our Risk & Ethics team forms an integral part of our work to mitigate risk and embed a culture of ethical behaviour.

Cyber resilience and data security: Cyber resilience is an essential requirement of any law firm and the Group believes it has robust

defences against cyber risks which are regularly reviewed and refined.

Diversity & inclusion: D&I steering committee works in partnership with employee led D&I panels focussing on: LGBTQ+, mental health,

gender balance, racial equality and social mobility.

CSR policy and programme: Our CSR policy and programme is overseen and coordinated by the employee led Ince Impact Committee

and built around four pillars: People, Industry sectors, Local community and Environment.

Profit & Loss – below Operating profit before non-underlying costs

19

FY21 FY20

Operating profit before non-underlying costs 9.2 9.2

Non-underlying costs (6.0) (1.7)

Operating profit / (loss) 3.1 7.6

Finance income 0.4 0.4

Finance expense - right-of-use asset (0.5) (0.5)

Finance expense - other (1.1) (1.1)

Share of (loss)/profit of associate 0.0 (0.1)

Profit before income tax 2.0 6.2

Income tax expense (0.7) (1.5)

Profit from continuing operations 1.3 4.7

Discontinued operations

Profit from discontinued operations (0.9) 0.3

Profit for the period 0.3 5.0

Attributable to:-

Equity holders of the Company 0.3 5.0

Non-controlling interests 0.0 0.0

Profit for the period 0.3 5.0

Statutory cash flow statement Free cash flow analysis

FY21 FY20 FY21 FY20

Cash generated by operations 23.0 1.1 23.0 1.1

Interest and other financial costs paid (1.1) (1.1) (1.1) (1.1)

Tax paid (0.3) (0.9) (0.3) (0.9)

Net cash generated by operating activities 21.7 (0.8)

Cash flows from investing activities

Cash paid on acquisitions (net of cash acquired) 0.4 2.1

Payment of contingent and deferred consideration (10.0) (10.1) (10.0) (10.1)

Payment of acquisition related costs (2.3) (1.7)

Purchase of PPE (0.8) (1.4) (0.8) (1.4)

Proceeds from disposal of PPE - 0.0 - 0.0

Purchase of intangible assets (1.1) (1.6) (1.1) (1.6)

Disposal of a subsidiary, net of cash disposed of (0.1) (0.2)

Dividends received - -

Interest received 0.2 0.4 0.2 0.4

Net cash absorbed by investing activities (13.6) (12.6)

Cash flows from financing activities

Proceeds from new borrowings 14.9 9.6

Repayment of borrowings (14.0) (3.5)

Proceeds from issuance of shares - 14.0

Transaction costs relating to issue of shares - (0.8)

Dividends paid - (2.2)

Direct cost of leases (0.0) (0.0) (0.0) (0.0)

Payment of lease liabilities (5.5) (3.3) (5.5) (3.3)

Net cash absorbed from financing activities (4.7) 13.9

Total 4.4 (16.9)

Net (decrease)/increase in cash and cash equivalents 3.4 0.5

Cash and cash equivalents at beginning of period 5.2 4.7

Effects of exchange rate changes on cash and cash equivalents (0.3) -

Cash and cash equivalents at end of period 8.3 5.2

Cash flow

20

Net debt: Mar-21 Mar-20Cash and cash equivalents 8.3 5.3

Borrowings > 1 year (13.1) (10.4)

Borrowings < 1 year (1.8) (3.8)

(6.6) (9.0)Exclude PY structural change - 2.1

Revised total (6.6) (6.9)

Cash position: Mar-21 Mar-20

Cash and cash

equivalents 8.3 5.3

Undrawn RCF 2.5 -

Available funds 10.8 5.3

21

Balance sheetMar-21 Mar-20

Property, plant and equipment 2.8 3.8

Right of use assets 10.6 17.4

Intangible assets / investments 79.6 81.3

Non-current assets 93.0 102.5

Trade and other receivables 46.1 44.4

Cash and cash equivalents 8.3 5.3

Current assets 54.4 49.7

Total assets 147.4 152.2

Capital and reserves 42.7 42.3

Non-controlling interests 0.1 0.0

Total equity 42.7 42.3

Trade and other payables 14.5 22.5

Borrowings 13.1 10.4

Provisions 2.4 2.2

Lease liabilities 7.8 13.3

Non-current liabilities 37.8 48.3

Trade and other payables 41.7 39.3

Corporation tax 1.8 1.4

Borrowings 1.8 3.8

Provisions 2.8 2.4

Lease liabilities 4.9 5.6

Amounts due to partners 13.9 9.0

Current liabilities 66.9 61.5

Total liabilities 104.7 109.8

Total equity & liabilities 147.4 152.2

IMPORTANT NOTICE

22

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IMPORTANT NOTICE - 2

23

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