TIDMINCE TIDMARDN
RNS Number : 3253Q
Ince Group PLC (The)
26 October 2021
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW SHARES EXCEPT ON THE
BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED
TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
26 October 2021
Recommended All Share Offer
for
Arden Partners plc
by
The Ince Group plc
Summary
The directors of The Ince Group plc ("Ince") and Arden Partners
plc ("Arden") are pleased to announce that they have reached
agreement on the terms of a recommended all share offer by Ince for
Arden to be effected by means of a court-sanctioned scheme of
arrangement between Arden and Arden Shareholders under Part 26 of
the Companies Act 2006.
Under the terms of the Acquisition holders of Arden Shares will
be entitled to receive:
7 Ince Shares in exchange for every 12 Arden Shares
Based on a closing price of 53 pence per Ince Share on 25
October 2021 (being the Latest Practicable Date), the acquisition
of Arden by Ince ("Acquisition") will value each Arden Share at
approximately 31 pence, a premium of 40.5 per cent. to Arden's
closing share price of 22 pence on the Latest Practicable Date and
the entire issued and to be issued share capital of Arden at
approximately GBP10 million.
Upon completion of the Acquisition, Arden shareholders will own
approximately 21.6 per cent. of the enlarged issued share capital
of Ince (based on the existing ordinary issued share capital of
Ince and the fully diluted share capital of Arden, in each case as
at the date of this Announcement).
Commenting on the Acquisition, Adrian Biles, Chief Executive of
Ince, said:
"My team and I have been working with Donnie Brown and the Arden
team since 2017 and we have developed a strong relationship of
mutual respect. I am delighted that Donnie and his team will be
joining the Ince Group. This deal is driven by client need. Clients
in the UK and overseas are telling us that they want to streamline
their advisory relationships whilst being able to access the London
capital markets. This deal brings best in class professional
services and investment banking together."
Commenting on the Acquisition, Donald Brown, Chief Executive of
Arden, said:
"T his deal is an important strategic development as it secures
Arden's position as an attractive adviser and broker able to offer
a wider range of services and access to a larger client base as a
result of being part of a more diversified entity. At the same
time, this deal provides an ideal home for our loyal and talented
employee base, many of whom are familiar with Ince as a result of
our long-standing business relationship.
Both businesses share a strong commercial culture and a focus on
high growth companies. We believe that the combination will address
the needs of ambitious, growing companies as they look to take
advantage of London's capital market and professional services
excellence. The share structure of this transaction allows the
shareholders of Arden Partners and its stakeholders generally to be
part of a larger, more diversified organisation that has
substantial growth and synergistic opportunity."
Background to and reasons for the Acquisition
Ince is a dynamic international legal and professional services
business with offices in nine countries across Europe, Asia and the
Middle East.
Arden is established in the small and mid-cap investment banking
offering corporate advisory, broking and equity research from its
base in London.
The Ince Board believes that the Acquisition will strengthen the
development of Ince's diversified professional services group and
accelerate the strategy of developing corporate finance services to
existing and future clients. Arden is a respected London Stock
Exchange approved adviser and will add expertise in public company
corporate finance and advisory services, further accelerating the
Ince Group's recent progress made following the formal launch of
the Ince Corporate Finance division which already services the
private market. It will also enhance Ince's re-focused private
client offering which will be complemented by Arden's private
client and wealth management expertise. The acquisition of Arden
will bring a new skill set to Ince in public equity fundraising
alongside deep institutional relationships that will complement
Ince's existing legal services business.
The rationale for the Acquisition is both strategic and
financial:
Strategic Rationale
-- The Acquisition is consistent with Ince's strategy to match
evolving client needs by building a world class business advisory
group.
-- The Ince Group as enlarged by the Acquisition ("Enlarged
Group") will have an expanded client base and will be able to offer
a broader range of services across all client relationships.
-- The Acquisition has the potential to increase the deal flow
to the Ince legal services business significantly, especially in
capital markets work.
-- The business of the Enlarged Group will have broadened
expertise from which to enhance its business development and
transaction marketing in the UK and internationally, in particular
enabling improved capacity for transaction origination.
-- The Enlarged Group will benefit from an expansion in sector
expertise, with additional knowledge and insights gained from
Arden's key sector areas such as oil & gas and renewables,
healthcare, business and professional services, technology and
industrials sitting alongside Ince's existing sector expertise in
shipping, transportation, energy and insurance. This enlarged
sector focus will improve deal origination and business development
through enhanced client engagement.
-- A key focus of the Enlarged Group will be to bring corporate,
legal and investment banking services to growth clients, with an
emphasis on advising and raising money for entrepreneurial
businesses in the UK and overseas.
-- The Enlarged Group will have an improved proposition from
which to develop its talent pool across all of its advisory
businesses.
-- The strengthened position of the Enlarged Group will present
further opportunities for lateral hires and add-on acquisitions
from the fragmented legal services and small and mid-cap investment
banking sectors.
Financial Rationale
-- Anticipated cost saving synergies of approximately GBP1
million per annum within three years have been identified, split
between savings across three key expenditure areas:
-- Real estate: Avoidance of duplication of property costs, with
the Enlarged Group operating from a single London head office
location, alongside Ince's other national and international
offices, representing approximately 20 per cent. of the run rate
savings.
-- Operations: Harmonisation of operating models where savings
are envisaged from the alignment of third party service providers
and IT systems, representing approximately 25 per cent. of the
run-rate savings.
-- Administration: Other areas of overlap including the
elimination of duplication in public listed company annual costs
and service costs, representing approximately 55 per cent. of the
run-rate savings.
-- The Enlarged Group will deliver enhanced margins and boost
cash generation. The combination will also strengthen the Enlarged
Group's balance sheet. Arden's net cash balances of GBP3.1 million
(as at 30 April 2021) will reduce Ince's net debt position.
-- In addition, the Ince Board will, over time, target further
opportunity for margin improvement and revenue synergies from
exploitation of cross selling opportunities and utilising Ince's
management information and business development platforms across
Arden's business.
-- The Acquisition will deliver earnings accretion to Ince Shareholders.
-- The Enlarged Group will be well positioned to invest in
organic growth development opportunities and strategic
acquisitions.
-- As reported in Ince's annual report and accounts for the
financial year ended 31 March 2021, the Ince Board has adopted a
medium-term policy of distributing 20% of post-tax earnings to
shareholders each year subject to the Ince Group's overall forecast
cash requirements and intends to declare a dividend with the
interim results to be announced later this year. The increased
diversification of the Enlarged Group, enhanced financial profile
and earnings accretion are expected to support the generation of
attractive and sustainable returns for shareholders in the Enlarged
Group, including through dividends.
Other Key Information
-- The existing employment rights of Arden employees will be
safeguarded. Donald Brown, the current Chief Executive Officer, of
Arden will join the Ince Board as an executive director.
-- Subject to the requirements of the Panel in accordance with
the Takeover Code, the Acquisition is conditional, inter alia
on:
o The approval of the FCA to the change of control of Arden in
accordance with section 185 FSMA
o The approval of the London Stock Exchange to Arden's
re-application to be a nominated adviser on AIM following the
change of control of Arden
o The approval of the Scheme by the Scheme Shareholders, the
sanction of the Scheme by the Court and the approval of Arden
Shareholders.
-- The Conditions and other terms of the Acquisition are set out
in Appendix 1 to this Announcement.
-- Ince shareholder approval is not required in relation to the Acquisition.
-- It is intended that an application will be made to the London
Stock Exchange for the cancellation of trading of the Arden Shares
on AIM, with effect from or shortly following completion of the
Acquisition .
-- Ince will maintain its AIM-listing and application will be
made for the Ince Shares issued pursuant to the Acquisition to be
admitted to trading on AIM.
Recommendation
The Arden Directors, who have been so advised by Cattaneo
Corporate Finance Solutions Limited ("Cattaneo") as to the
financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing advice to the
Arden Directors, Cattaneo has taken into account the commercial
assessments of the Arden Directors. Cattaneo is providing
independent financial advice to the Arden Directors for the
purposes of Rule 3 of the Takeover Code.
Accordingly, the Arden Directors intend to recommend unanimously
that Arden Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions relating to the Acquisition at the
General Meeting (or in the event that the Acquisition is
implemented by way of a takeover offer (as defined in Part 28 of
the Companies Act 2006), to accept or procure acceptance of such
Offer) as the Arden Directors who hold Arden Shares have
irrevocably undertaken to do or, as they have otherwise irrevocably
undertaken to direct (and use all reasonable endeavours to procure
that) their nominees do, in respect of their own beneficial
holdings of 4,401,696 Arden Shares in aggregate and representing
approximately 15.1 per cent. of Arden's issued share capital
(excluding Treasury Shares) as at the Latest Practicable Date.
Irrevocable Undertakings
In addition to the Arden Directors, Ince has received
irrevocable undertakings to vote in favour of the Scheme (or in the
event that the Acquisition is implemented by way of an Offer, to
accept or procure acceptance of the Offer) in respect of 8,536,063
Arden Shares and representing approximately 29.4 per cent. of
Arden's issued share capital (excluding Treasury Shares) as at the
Latest Practicable Date. Together with the irrevocable undertakings
from the Arden Directors, this gives a total of 12,937,759 Arden
Shares in aggregate representing approximately 44.5 per cent. of
Arden's existing issued ordinary share capital (excluding Treasury
Shares) as at the Latest Practicable Date .
Further details of these irrevocable undertakings are set out at
paragraph 14 and Appendix 3 to this Announcement.
General
It is intended that the Acquisition will be implemented by way
of a court-sanctioned scheme of arrangement between Arden and Arden
Shareholders under Part 26 of the Companies Act 2006, further
details of which are contained in the full text of this
Announcement and which will be set out in the Scheme Document.
However, Ince reserves the right, with the consent of the Panel and
Arden or, in certain circumstances, without the consent of Arden,
to implement the Acquisition by way of a takeover offer (as defined
in Part 28 of the Companies Act 2006).
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 to this Announcement and to the
full terms and conditions which will be set out in the Scheme
Document, including the approval of the Scheme by the Scheme
Shareholders, the sanction of the Scheme by the Court and the
approval of Arden Shareholders.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable, and will specify the action to be taken
by Scheme Shareholders. It is expected that the Scheme Document
will be despatched to Arden Shareholders on or about 19 November
2021.
The Scheme is expected to become Effective in the first quarter
of 2022, subject to the satisfaction or waiver of the Conditions
and certain further terms set out in Appendix 1 to this
Announcement.
This summary should be read in conjunction with the full text of
this Announcement and the Appendices.
Appendix 1 contains the Conditions and further terms of the
Acquisition.
Appendix 2 contains the sources and bases of certain information
used in this summary and this Announcement.
Appendix 3 contains details of the irrevocable undertakings
received in relation to the Acquisition that are referred to in
this Announcement.
Appendix 4 contains details of and bases of calculation of the
anticipated quantified financial benefits of the Acquisition
together with reports from BDO LLP, Ince's reporting accountant,
and Arden Partners plc, Ince's financial adviser, as required under
Rule 28.1(a) of the Takeover Code.
Appendix 5 contains definitions of certain terms used in this
summary and this Announcement.
For the purposes of Rule 28 of the Takeover Code, the quantified
financial benefits statement contained in this Announcement is the
responsibility of Ince and the Ince Directors. Part A of Appendix 4
sets out a statement of the anticipated quantified financial
benefits of the cost savings and synergies arising out of the
Acquisition and provides underlying information and the bases of
belief for such statement. Appendix 4 also includes reports from
Ince's reporting accountant, BDO LLP, and Ince's financial adviser,
Arden Partners plc, in connection with the anticipated quantified
financial benefits statement, as required pursuant to Rule 28.1(a)
of the Takeover Code. BDO LLP, as reporting accountants to Ince,
has provided a report stating that, in its opinion, the Quantified
Financial Benefits Statement has been properly compiled on the
basis stated. Arden Partners plc, as financial adviser to Ince, has
provided a report stating that, in its opinion and subject to the
terms of the report, the Quantified Financial Benefits Statement
has been prepared with due care and consideration. Each of BDO LLP
and Arden Partners plc has given and not withdrawn its consent to
the publication of its report in this Announcement in the form and
context in which it is included.
FOR FURTHER INFORMATION, PLEASE CONTACT:
The Ince Group plc investorrelations@incegd.com
Adrian Biles (Chief Executive Officer)
Simon Oakes (Chief Financial Officer)
Arden Partners plc
Donald Brown (Chief Executive Officer)
James Reed-Daunter (Executive Director)
Steven Douglas (Group Finance Director) +44 (0)20 7614 5900
Arden Partners plc
Financial Adviser, Nominated Adviser
and Broker to Ince
John Llewellyn Lloyd
Antonio Bossi
Louisa Waddell
Oscair McGrath +44 (0)20 7614 5900
Cattaneo Corporate Finance Solutions
Limited
Financial Adviser and Rule 3 Adviser
to Arden
Charles Cattaneo
Martyn Pilley +44 (0)121 274 2300
GCA Altium Limited
Nominated Adviser to Arden
Tim Richardson +44 (0)20 7484 4040
Williams Nicolson Limited
PR Advisers to Ince +44 (0)7767 345563
SEC Newgate
PR Advisers to Arden +44 (0)20 7653 9850
Ince Gordon Dadds LLP is acting as
legal adviser to Ince.
Pinsent Masons LLP is acting as legal
adviser to Arden
IMPORTANT NOTICES
Arden, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser exclusively for Ince and no one else
in connection with the Acquisition and this Announcement and will
not be responsible to anyone other than Ince for providing the
protections afforded to clients of Arden or for providing advice in
relation to the Acquisition the content of this Announcement or any
matter referred to herein.
Cattaneo is acting as financial adviser and Rule 3 adviser
exclusively for Arden and no one else in connection with the
Acquisition and the matters set out in this Announcement and will
not be responsible to any person other than Arden for providing the
protections afforded to clients of Cattaneo, nor for providing
advice in relation to the Acquisition, the content of this
Announcement or any matter referred to herein.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise nor shall there be any sale, issuance or transfer of
securities of Ince or Arden pursuant to the Acquisition in any
jurisdiction in contravention of applicable laws. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, in the event that the Acquisition is to be
implemented by means of an Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any decision
in respect of, or other response to, the Acquisition should be made
on the basis of the information contained in the Scheme
Document.
Arden and Ince urge Arden Shareholders to read the Scheme
Document carefully when it becomes available because it will
contain important information in relation to the Acquisition, the
New Shares and the Enlarged Group. Any vote in respect of
resolutions to be proposed at the Arden Meetings, the Scheme or
related matters, should be made only on the basis of the
information contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Information Relating to Arden Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Arden Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Arden may be provided to Ince during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c).
Overseas Jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable legal or
regulatory requirements. In particular the ability of persons who
are not resident in the United Kingdom to vote their Arden Shares
with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another to vote at the Court
Meeting on their behalf, or to hold and vote Ince Shares, may be
affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law the
companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. This Announcement has been prepared for the purpose
of complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by Ince or required by the Takeover
Code, and permitted by applicable law and regulation, the
availability of New Shares to be issued pursuant to the Acquisition
to Arden Shareholders will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction, and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send such documents in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect
of the Acquisition. If the Acquisition is implemented by way of an
Offer (unless otherwise permitted by applicable law and
regulation), the Offer may not be made directly or indirectly, in
or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Offer
may not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
The availability of New Shares pursuant to the Acquisition to
Arden Shareholders who are not resident in the United Kingdom or
the ability of those persons to hold such shares may be affected by
the laws or regulatory requirements of the relevant jurisdictions
in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements. Arden Shareholders who
are in doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction
without delay. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Further details in relation to Arden Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Additional Information for US Investors
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Ince exercises the right to implement the
Acquisition by way of an Offer and determines to extend the Offer
into the United States, the Acquisition will be made in compliance
with applicable United States laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
Financial information included in this Announcement and the
Scheme Document has been or will have been prepared in accordance
with accounting standards applicable in the United Kingdom that may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
It may be difficult for US holders of Arden Shares to enforce
their rights and any claim arising out of the US federal laws,
since Arden and Ince are located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Arden Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
The Acquisition is intended to be carried out under a scheme of
arrangement provided for under English company law (which requires
the approval of the Scheme Shareholders). If so, it is expected
that any New Shares to be issued pursuant to the Scheme to Arden
Shareholders would be issued in reliance upon the exemption from
the registration requirements of the US Securities Act, provided by
Section 3(a)(10) thereof.
Securities issued pursuant to the Scheme will not be registered
under any US state securities laws and may only be issued to
persons resident in a state pursuant to an exemption from the
registration requirements of the securities laws of such state.
For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, Arden will advise the
Court that its sanctioning of the Scheme will be relied on by Ince
as an approval of the Scheme following a hearing on its fairness to
Arden Shareholders, at which Court hearing all Arden Shareholders
are entitled to attend in person or through counsel to support or
oppose the sanctioning of the Scheme and with respect to which
notification has been given to all such holders.
Neither the US Securities and Exchange Commission nor any
securities commission of any state of the United States has
approved the Acquisition, passed upon the fairness of the
Acquisition, or passed upon the adequacy or accuracy of this
document. Any representation to the contrary is a criminal offence
in the United States.
Cautionary Note Regarding Forward-Looking Statements
This Announcement (including information incorporated by
reference into this Announcement), oral statements regarding the
Acquisition and other information published by Ince and Arden
contain certain forward-looking statements with respect to the
financial condition, strategies, objectives, results of operations
and businesses of Ince and Arden and their respective groups and
certain plans and objectives with respect to the Enlarged Group.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Ince and Arden about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on
Ince and Arden, the expected timing and scope of the Acquisition
and other statements other than historical facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or
other words of similar meaning. These statements are based on
assumptions and assessments made by Ince, and/or Arden in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and readers are therefore cautioned not
to place undue reliance on these forward-looking statements.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are the satisfaction of the Conditions,
as well as additional factors, such as: changes in the global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions. For a discussion
of important factors which could cause actual results to differ
from forward-looking statements in relation to the Ince Group or
the Arden Group, reference should be made to the annual report and
accounts of the Ince Group for the financial year ended 31 March
2021 and of the Arden Group for the financial year ended 31 October
2020, respectively.
Each forward-looking statement speaks only as at the date of
this Announcement. Neither Ince nor Arden, nor their respective
groups assumes any obligation to update or correct the information
contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No Profit Forecasts or Estimates
No statement in this Announcement (including any statement of
estimated synergies) is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share or dividend
per share for Ince, Arden or the Enlarged Group, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
or dividend per share for Ince, Arden or the Enlarged Group as
appropriate.
Quantified Financial Benefits Statement
The Quantified Financial Benefits Statement relates to future
actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies and which may in some cases be
subject to consultation with employees or their representatives.
The synergies and cost savings referred to may not be achieved, or
may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. For the
purposes of Rule 28 of the Takeover Code, the Quantified Financial
Benefits Statement contained in this Announcement is the
responsibility of Ince and the Ince Directors.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure. Under Rule 8.3(b) of the Takeover Code,
any person who is, or becomes, interested in one per cent. or more
of any class of relevant securities of the offeree company or of
any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company
or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the Business Day following
the date of the relevant dealing. If two or more persons act
together pursuant to an agreement or understanding, whether formal
or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Ince's website at
https://www.theincegroup.com/investors/offer-documents/ and on
Arden's website at https://www.arden-partners.com/offer / by no
later than 12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of the
websites referred to in this Announcement are not incorporated into
and do not form part of this Announcement.
Ince Shareholders may request a hard copy of this Announcement
(and any information incorporated by reference from another source)
and a hard copy of any future documents, announcements and
information to be sent to Ince Shareholders in relation to the
Acquisition by: (i) contacting Williams Nicolson during business
hours on +44 (0)7767 345563 or (ii) by submitting a request in
writing to Ince by email at investorrelations@incegd.com or by post
to Investor Relations, The Ince Group plc, Aldgate Tower, 2 Leman
Street, London E1 8QN.
Arden Shareholders may request a hard copy of this Announcement
(and any information incorporated by reference from another source)
and a hard copy of any future documents, announcements and
information to be sent to Arden Shareholders in relation to the
Acquisition by: (i) contacting Arden during business hours on +44
(0)20 7614 5900 or (ii) by submitting a request in writing to Arden
by email at info@arden-partners.com or by post to Arden Partners
plc at 125 Old Broad Street, London EC2N 1AR.
Telephone lines will be open between 9.30 am and 5.30 pm Monday
to Friday excluding public holidays in England and Wales.
Unless a request is made for a hard copy of this Announcement,
any information incorporated by reference in it and all future
documents, announcements and information in relation to the
Acquisition will not be sent by Arden or Ince in hard copy.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW SHARES EXCEPT ON THE
BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED
TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
26 October 2021
Recommended All Share Offer
for
Arden Partners plc
by
The Ince Group plc
1. Introduction
The directors of The Ince Group plc ("Ince") and Arden Partners
plc ("Arden") are pleased to announce that they have reached
agreement on the terms of a recommended all share offer for Arden
by Ince, to be effected by means of a court-sanctioned scheme of
arrangement between Arden and Arden Shareholders under Part 26 of
the Companies Act 2006.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and other terms set out in this Announcement and to the
full terms and conditions which will be set out in the Scheme
Document, Arden Shareholders will be entitled to receive:
7 Ince Shares in exchange for every 12 Arden Shares
Based on the Exchange Ratio and the Closing Price of 53 pence
per Ince Share on 25 October 2021 (being the Latest Practicable
Date) the Acquisition values each Arden Share at approximately 31
pence, a premium of 40.5 per cent. to Arden's closing share price
of 22 pence on the Latest Practicable Date. The Acquisition values
the existing and to be issued share capital of Arden at
approximately GBP10 million.
Upon completion of the Acquisition, Arden Shareholders will own
approximately 21.6 per cent. of the share capital of the Enlarged
Group (based on the existing ordinary issued share capital of Ince
and the fully diluted share capital of Arden, in each case as at
the date of this Announcement) , which will continue to be traded
on AIM.
The New Shares will be issued credited as fully paid and will
rank pari passu in all respects with the Ince Shares in issue at
the time the New Shares are issued pursuant to the Acquisition,
including the right to receive and retain dividends and other
distributions declared, made or paid by reference to a record date
falling after the Effective Date. Application will be made to the
London Stock Exchange for the New Shares to be admitted to trading
on AIM.
In the event that the Acquisition is to be implemented by way of
a takeover offer (as defined in Part 28 of the Companies Act 2006),
the Arden Shares will be acquired pursuant to the Offer fully paid
and free from all liens, charges, equitable interests, encumbrances
and rights of pre-emption and any other interests of any nature
whatsoever and together with all rights attaching thereto.
It is expected that:
-- The Scheme Document will be published as soon as practicable
and, in any event, within 28 days of the date of this Announcement
(unless otherwise agreed between Ince and Arden with the consent of
the Panel);
-- The Court Meeting and the General Meeting will be held in the first quarter of 2022; and
-- Subject to the satisfaction or waiver of the Conditions set
out in Appendix 1, the Scheme will become Effective in the first
quarter of 2022.
An expected timetable of events relating to the Acquisition will
be set out in the Scheme Document.
3. Background to and Reasons for the Acquisition
The Ince Board and Arden Board believe that the Acquisition has
a compelling strategic and financial rationale:
The Enlarged Group will benefit from a significantly expanded
client list and will be able to offer a broader range of services
across all client relationships.
-- Arden currently holds a list of over 40 retained public
corporate clients, where there is little existing overlap with
Ince, representing a clear opportunity for cross-selling of legal,
consulting and corporate advisory services.
-- Ince acts for over 1,000 corporates across public and private markets both in the UK and internationally. Many of these will consider fundraising and require corporate finance advice.
-- A lack of duplication in client lists represents significant
new business opportunities for both divisions of the Enlarged
Group.
The Acquisition has the potential to increase significantly the
deal flow to Ince's legal and consulting services businesses, in
particular:
-- The Enlarged Group will have renewed focus on capital markets
work, leveraging on Arden's positioning within the UK equities
markets, raising money for growth corporates both domestically and
internationally. All of this workflow has significant legal
advisory overlap.
-- Private client work is a clear area of overlap between Ince
and Arden with both businesses having recently re-focused their
existing platforms.
-- In wealth management, Ince has a proven track record in
providing a full suite of advisory services to local and
international individuals, families and the institutions that
support those with significant private wealth. Arden offers bespoke
discretionary portfolio management aligned with financial planning
to cater for high net worth private clients, as well as the ability
to participate actively in primary and secondary equity
placings.
The Enlarged Group will have broadened expertise from which to
enhance its business development activities and transaction
marketing in the UK and internationally:
-- The addition of Arden will add increased expertise to Ince in
terms of deal origination in particular, leveraging on a wide-range
of industry relationships with growth companies and
entrepreneurs.
-- This will be complemented by Ince's existing UK and
international client base, where there is clear appetite for
Arden's products, targeting opportunities from Ince's office
network outside London.
-- Ince's existing business development and marketing team,
consisting of 17 professionals will provide Arden with an enhanced
platform to originate new transactions.
A clear advantage to the Enlarged Group will be the ability to
benefit from greater sector expertise, allowing for a more
sector-based marketing approach:
-- The addition of Arden brings sector expertise in oil &
gas and renewables, healthcare, business and professional services,
technology and industrials. This complements Ince's existing sector
expertise in shipping, transportation, energy and insurance.
-- The Enlarged Group will have the ability to market to
prospective clients utilising this wider specialist sector
knowledge across its legal, consulting and corporate advisory
services.
-- Both Ince and Arden will benefit from additional content and
sector insights and brand awareness as there is minimal existing
sector overlap.
Looking forward, a key focus of the Enlarged Group will be a
full service offering of corporate, legal, consulting and
investment banking services to entrepreneurial clients, becoming a
'hub' for growth companies looking for transaction advice and new
capital at all points of their life cycle:
-- The Enlarged Group will aim to offer unique and fully
integrated transaction support across legal and investment banking
services for growth companies.
-- Following the Acquisition, alongside Arden's established
practice of advising and raising money for publicly listed clients
within the small and mid-cap market, the Enlarged Group will look
for further opportunities in merger & acquisition advisory work
on both buy and sell side and look to develop the team's merger
& acquisition bandwidth, especially in private company
transactions.
-- The acquisition of Arden will complement the specialist
skills of Ince Corporate Finance in providing bespoke advisory and
structured finance solutions to clients.
An improved proposition from which to develop the Enlarged
Group's talent pool. The strengthened position of the Enlarged
Group presents further opportunities for lateral hires and add-on
acquisitions:
-- Through the addition of a dedicated investment banking
division, alongside the recent launch of Ince Corporate Finance,
the Enlarged Group will be an attractive proposition for talent in
both the legal services and corporate advisory markets.
-- The Enlarged Group will have increased abilities to target
and retain the best candidates at both experienced professional and
graduate level.
-- The legal services market continues to be highly fragmented
in the UK. The Acquisition will provide a strong precedent for
future add-on acquisitions in the wider legal and professional
services sectors.
-- The mid cap and especially the small cap UK investment
banking market is also highly fragmented and consolidation is
highly likely to accelerate in the short to medium term. The
Enlarged Group, leveraging on this Acquisition, will be well placed
to take advantage of this move to consolidation.
-- The strengthened position will also present the opportunity
for lateral hires in both the UK equities market and the broader
corporate finance advisory space.
4. Potential Synergies
The Ince Board expects recurring run-rate pre-tax cost synergies
of approximately GBP1 million per annum will be achieved within 3
years of completion of the Acquisition.
The constituent elements of the quantified financial synergies,
which are expected to originate from the cost bases of both Ince
and Arden include:
-- Avoidance of duplication of property costs, with the Enlarged
Group operating from a single London head office location,
alongside Ince's other existing national and international offices,
representing approximately 20 per cent. of the run rate
savings.
-- Harmonisation of operating models where savings are envisaged
from alignment of third party service providers and IT systems,
representing approximately 25 per cent. of the run-rate
savings.
-- Other areas of overlap including the elimination of
duplication in listed public company costs and service and support
costs, representing approximately 55 per cent. of the run-rate
savings.
Dis-synergies have been considered in quantifying the net impact
of the synergy benefits and are not expected to be material.
It is envisaged that the realisation of the quantified financial
synergies will result in one-off integration cash costs of
approximately GBP76,000 in aggregate.
The identified synergies will accrue as a direct result of the
Acquisition and would not be achieved on a standalone basis.
Further information on the bases of belief supporting the
Quantified Financial Benefits Statement, including the principal
assumptions and sources of information on which it has been based,
is set out in Part A of Appendix 4 to this Announcement. These
estimated synergies have been reported on under the Takeover Code
by BDO LLP and Arden Partners plc. A copy of each of their reports
are included in Part B and Part C respectively of Appendix 4.
References in this Announcement to these estimated synergies should
be read in conjunction with Parts A, B and C of Appendix 4.
5. Dividends and dividend policy of the Enlarged Group
Reduction to Exchange Ratio
If, after the date of this Announcement, any dividend,
distribution or return of capital is declared, made or paid or
becomes payable in respect of the Arden Shares (other than, or in
excess of, any Arden Equalisation Dividend) with a record date on
or before the Effective Date (each an "Arden Dividend"), Ince
reserves the right to reduce the Exchange Ratio accordingly so as
to reflect the aggregate value attributable to any such Arden
Dividend.
Arden Equalisation Dividend
If, after the date of this Announcement, any dividend,
distribution or return of capital is declared, made or paid or
becomes payable in respect of the Ince Shares with a record date on
or before the Effective Date (an "Ince Dividend"), then Arden will
be entitled to declare and pay, and Arden Shareholders will be
entitled to receive and retain an equalisation dividend in Sterling
(the "Arden Equalisation Dividend") in respect of the Arden Shares
of an amount per Arden Share equal to the amount of the Ince
Dividend per Ince Share multiplied by the Exchange Ratio (taking
into account any reduction to the Exchange Ratio arising as a
result of any Arden Dividend in accordance with the above paragraph
entitled "Reduction to Exchange Ratio").
Dividend policy of the Enlarged Group
As reported in Ince's annual report and accounts for the
financial year ended 31 March 2021, the Ince Board has adopted a
medium-term policy of distributing 20% of post-tax earnings to
shareholders each year subject to the Ince Group's overall forecast
cash requirements and intends to declare a dividend with the
interim results to be announced later this year. The increased
diversification of the Enlarged Group, enhanced financial profile
and earnings accretion are expected to support the generation of
attractive and sustainable returns for shareholders in the Enlarged
Group, including through dividends.
6. Information relating to Ince
Ince is an international legal and professional services
business with 21 offices in nine countries across Europe, the
Middle East and Asia.
With more than 700 people, Ince delivers legal advice, strategic
guidance and business solutions to clients ranging from the world's
oldest and biggest businesses operating across numerous industries
from international corporates to ultra-high net worth
individuals.
Ince offers clients over 150 years of experience, insight and
relationships and is driven by a unique team of people whose broad
expertise and deep sector specialisms provide their clients with
solutions to the most complex legal and strategic needs.
At the heart of Ince's entrepreneurial culture is a desire to
build meaningful, lasting relationships that go beyond law
practice. 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 business.
Since listing 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.
Ince has ambitions to build a world-class business advisory
group and has adopted a business model which is focused on
consolidation and expansion into complementary businesses 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 in September 2021, its new
corporate finance division providing bespoke corporate finance
advisory services to an international client base of large and
small corporates, governments and larger investment banks with
particular expertise in real estate, infrastructure, shipping and
aviation. This business traded previously under the name James
Stocks & Co. and has undertaken 88 transactions with a total
value of $3.4bn across 19 countries since becoming FCA registered
in September 2016.
The Ince Board is focused on innovating in its traditional
markets as well as exploring opportunities to broaden its
professional service offering through potential acquisitions of
teams, legal firms and complementary businesses. The Ince Group has
a well-established international platform and is attracting an
increasing number of opportunities to continue to deliver on its
growth strategy.
For the 12 months ended 31 March 2021, Ince had total revenues
of GBP100.2 million and operating profit before underlying items of
GBP9.2 million.
7. Information relating to Arden
Arden is a dedicated corporate adviser and multi-service
stockbroker to small and mid-cap companies in the UK and their
investors. The core of the business is the effective management of
the needs of corporate clients, and the effective support of their
relationships with existing and potential shareholders. These
relationships are enhanced by the quality of Arden's corporate
finance advice and industry research, and the strong market
presence of their sales and trading teams.
Arden was founded in 2002 by senior figures from Albert E Sharp
and Old Mutual Securities and was listed on AIM in 2006. Today it
has 40 public clients and approximately 60 public companies under
research coverage with an average market capitalisation of GBP256
million. It is focused on growth small and mid-size enterprises
(SMEs) with capitalisations up to GBP1 billion and provides the
full range of investment banking services (corporate finance
advisory, stock broking and research). This includes market making
in over 100 public company stocks.
Arden is a natural fit for cross selling Ince's corporate legal
services with an expanded sector reach:
-- Arden's corporate finance capabilities encompass mergers
& acquisitions, corporate finance advisory, broking and sponsor
and nominated adviser services. Arden represents its clients in
private transactions and London Stock Exchange AIM and Main Market
share issues.
-- Arden's research is designed to be sector focused,
concentrating on top down thematic trends which highlight companies
giving investors an exposure to the real growth areas of small and
mid-cap and AIM markets.
-- Arden's sales function and competency is raising equity
capital for companies capitalised below GBP400 million. When there
is a requirement for their corporate clients to raise money to
fulfil their growth ambitions, the sales team is in a strong
position to effect this, with its entrenched relationships with the
UK institutional and non-institutional markets.
-- Arden's market making and trading teams provide liquidity in
the shares of their corporate clients. They also trade the shares
of non-client corporates on behalf of institutions.
-- The Arden wealth management team offers a bespoke service to
clients, with the ability to trade/invest in equities, bonds and a
range of global investment funds, as well as allowing clients to
participate in both primary and secondary equity placings.
For the 6 months ended 30 April 2021, Arden had total revenues
of GBP5.0 million and reported profit before tax of GBP0.9 million.
For the 12 months ended 31 October 2020, Arden had total revenues
of GBP5.9 million and reported loss before tax of GBP1.4
million.
8. Arden's Management and Employees
The Enlarged Group, including the Arden business will be
headquartered in London, with the intention of rationalising the
Enlarged Group's UK property portfolio over the next three years.
The London head-quarters of Ince and Arden are leasehold and the
intention post transaction is to have one London head office with
Ince's current head office in London being the Enlarged Group's
head office until at least the expiry of its current lease. The
Ince Board expects to close Arden's Birmingham office upon the
expiry of its lease in 2024.
The retention and attraction of staff to the Arden business is
of paramount importance to the Ince Board. The Ince Board intends
that the existing statutory and contractual employment rights of
Arden's management and employees will be safeguarded upon and
following completion of the Acquisition. In particular, the Ince
Board has no plans to make any material changes to the terms and
conditions of employment of the employees and management of
Arden.
The Ince Board envisages some rationalisation of central and
head office functions and a process of elimination of duplication
in staff roles across the Enlarged Group as described in paragraph
9, but is not planning any material change in the balance of the
skills and functions of the employees and management of the
Enlarged Group taken as a whole.
Arden operates a defined contribution pension scheme for its
employees and contributes towards a number of personal pension
plans set up by its employees pursuant to the scheme. Ince's
intention is to maintain current employer contributions to existing
pension arrangements for existing Arden employees. Any Arden
employees who are not participants in such scheme at the Effective
Date will be entitled to join the Ince Group pension plan after the
Effective Date on the same basis as existing Ince employees.
9. Ince's Intentions and Plans
In relation to Arden
Following completion of the Acquisition the Ince Board intends
that the existing business activities of Arden will continue as a
separate business under the umbrella of the Enlarged Group.
Adrian Biles and at least one other Ince nominee will join the
Arden Board with effect from the Effective Date. Donald Brown, the
Chief Executive Officer of Arden, will join the Ince Board as an
executive director on the Effective Date. It is expected that the
directors of Arden other than Donald Brown, Steven Douglas and
James Reed-Daunter will resign on or shortly after the Effective
Date. No incentivisation agreements for Arden's managers and
employees have been discussed or agreed. Ince expects to commence a
review of the Arden compensation arrangements shortly after the
Effective Date.
The Ince Board intends to rationalise the operational and
administrative areas of the Enlarged Group in order to achieve the
expected benefits of the Acquisition. Such rationalisation is
expected to cover the phasing out of the outsourced IT function by
the end of 2022. Further rationalisation is not likely to amount to
more than 1% of the workforce of the Enlarged Group at the
Effective Date. The detailed steps for such an operation are not
yet known but Ince and Arden will aim to retain the best talent
across the Enlarged Group to optimise the benefits of the
Acquisition for the benefit of its clients and shareholders,
without preference or bias, and any such operation will be subject
to any required consultation with employees and/or their
representatives.
Other than the changes to the Arden Board, and the intended
rationalisation referred to above, Ince does not anticipate any
requirement to change the business or operation of Arden following
completion of the Acquisition which it is intended will therefore
continue to operate as normal following the Effective Date.
As stated in paragraph 17 below, it is intended that dealings in
Arden Shares will be suspended shortly prior to the Effective Date.
It is further intended that an application will be made to AIM for
the cancellation of trading of the Arden Shares on AIM with effect
from or shortly following the Effective Date.
Other than as stated above in relation to property, the Ince
Group has no intention to redeploy the fixed assets of Arden.
Arden does not have a research and development function.
In relation to Ince
Other than the rationalisation of the Enlarged Group referred to
above, Ince does not plan to make any material changes to the terms
and conditions of employment of its staff or in the balance of
skills and functions of its employees and management in consequence
of the Acquisition. It intends to retain its group-wide head office
in London and will embark upon a process of integrating Arden, its
business and employees seamlessly into the Ince Group to sit
alongside and compliment the activities of Ince Corporate
Finance.
The statements in this paragraph 9 or paragraphs 3 and 8 which
constitute "post -- offer intention statements" for the purposes of
Rule 19.6 of the Takeover Code will apply for 12 months from
completion of the Acquisition.
No statements in this Announcement constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover
Code.
10. Recommendation
The Arden Directors, who have been so advised by Cattaneo as to
the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing advice to the
Arden Directors, Cattaneo has taken into account the commercial
assessments of the Arden Directors. Cattaneo is providing
independent financial advice to the Arden Directors for the
purposes of Rule 3 of the Takeover Code.
Accordingly, the Arden Directors intend unanimously to recommend
that Arden Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions relating to the Acquisition at the
General Meeting (or in the event that the Acquisition is
implemented by way of an Offer, to accept or procure acceptance of
such Offer) as the Arden Directors who hold Arden Shares have
irrevocably undertaken to do or, as they have otherwise irrevocably
undertaken to direct (and use all reasonable endeavours to procure
that) their nominees do, in respect of their own beneficial
holdings of 4,401,696 Arden Shares in aggregate and representing
approximately 15.1 per cent. of Arden's issued share capital
(excluding Treasury Shares) as at the Latest Practicable Date.
Further details of the irrevocable undertakings are set out
below and in Appendix 3 to this Announcement.
11. Background to and Reasons for the Recommendation
Arden started working with Ince as Nominated Advisor and Broker
when Ince went through a reverse takeover and listed on AIM in
2017. Since then, Arden has developed a good understanding of Ince
and the Arden Board believes the strategic and financial rationale
as set out in paragraphs 3. (Background to and Reasons for the
Acquisition) and 4. (Potential Synergies) to be particularly
compelling.
The Acquisition is expected to result in enhanced value and
earnings accretion for Arden Shareholders, reflecting a combination
of the agreed Exchange Ratio and the significant synergy potential
of the Acquisition.
Based on the Closing Price of 53 pence per Ince Share on the
Latest Practicable Date, the Acquisition values each Arden Share at
approximately 31 pence which represents a premium of approximately
40.5 per cent. to Arden's closing share price of 22 pence as at the
Latest Practicable Date, and approximately 41.3 per cent. over the
average price of 21.9 pence during the one-month period prior to
the Latest Practicable Date.
The share for share offer enables Arden Shareholders to
participate fully in the potential value creation of the
Acquisition and benefit from future shareholder returns, including
participating in the continuation of Ince's stated dividend policy
following the Acquisition.
The Arden Board believes that the terms of the Acquisition
fairly reflect both Arden and Ince's respective standalone
businesses and their prospects and an appropriate sharing of the
anticipated synergies resulting from the Acquisition. In addition,
Arden will continue to have representation on the Board of the
Enlarged Group, with Donald Brown, the Chief Executive Officer of
Arden, joining the Ince Board as an executive director.
12. Current Trading
Current trading for both Ince and Arden continues in line with
statements made in their respective announcements on 3 September
2021, in the case of Ince, and 1 July 2021, in the case of
Arden.
The Ince Board considers that the Ince Group has successfully
built on the positive momentum of last year, with activity in line
with expectations. Activity across the Ince Group's international
offices continues to grow and, in the UK, business levels and new
instructions are increasing with staff returning to the office.
This has been further helped by the easing of international travel
restrictions. As the legal market continues to consolidate, Ince's
strength internationally means that the Ince Group is well
positioned to capitalise on opportunities for consolidation. Focus
continues on innovation within the Ince Group's traditional markets
as well as exploring opportunities to broaden its professional
service offering through potential acquisitions of teams, legal
firms and complementary businesses.
The Arden Board believes that the outlook is very encouraging as
UK equity markets remain buoyant. Following a strong first half to
the year, its business saw a slight lull in the summer period.
However, the business has seen renewed activity in September 2021
as the primary initial public offering (IPO) market has resumed
with increasing momentum. So far in 2021 Arden has completed 25
transactions, raising approximately GBP220 million for its clients
in the process. Arden's pipeline of both primary and secondary
transactions is particularly robust within this market and the
Arden Board considers that the outlook is positive into 2022.
13. Offer Related Arrangements
Ince and Arden have entered into a mutual non-disclosure
agreement dated 13 September 2021 pursuant to which each of Ince
and Arden has undertaken, among other things, to: (a) keep certain
information relating to the Acquisition and the other party
confidential and not to disclose it to third parties (other than to
permitted parties) unless required by law or regulation; and (b)
use the confidential information for the sole purpose of
evaluating, negotiating, advising on or implementing the
Acquisition.
These confidentiality obligations remain in force until the
earlier of: (i) 18 March 2023; and (ii) the Effective Date.
14. Irrevocable Undertakings
The Arden Directors who are Arden Shareholders have irrevocably
undertaken to direct (and to use all reasonable endeavours to
procure that) their nominees or, where relevant, to themselves vote
in favour of the Scheme (or to accept a takeover offer, if
applicable) in respect of their own beneficial holdings totalling
4,401,696 Arden Shares, representing in aggregate approximately
15.1 per cent. of Arden's issued share capital (excluding Treasury
Shares) as at the Latest Practicable Date.
In addition, the trustees of The Arden Employees Benefit Trust
have irrevocably undertaken to direct (and to use all reasonable
endeavours to procure that) their nominees or, where relevant, to
themselves vote in favour of the Scheme (or to accept an Offer, if
applicable) in respect of their own beneficial holdings totalling
3,635,000 Arden Shares, representing in aggregate approximately
12.5 per cent. of Arden's issued share capital (excluding Treasury
Shares) as at the Latest Practicable Date.
Certain other Arden shareholders, whose details are set out in
Appendix 3 to this Announcement, have also irrevocably undertaken
to direct (and to use all reasonable endeavours to procure that)
their nominees or, where relevant, to themselves vote in favour of
the Scheme (or to accept an Offer, if applicable) in respect of
their own beneficial holdings totalling 4,901,063 Arden Shares,
representing in aggregate approximately 16.9 per cent. of Arden's
issued share capital (excluding Treasury Shares) as at the Latest
Practicable Date.
In total, therefore, Arden Shareholders holding in aggregate
12,937,759 Arden Shares (representing approximately 44.5 per cent.
of the existing issued share capital of Arden (excluding Treasury
Shares) as at the Latest Practicable Date) have given irrevocable
undertakings to support the Acquisition.
The Irrevocable Undertakings described above remain binding in
the event that a higher competing offer for Arden is made, but
cease to be binding (i) immediately if Ince announces, with the
consent of the Panel, that it does not intend to proceed with the
Acquisition, (ii) immediately if the Scheme Document (or Offer
Document, if applicable) is not sent to Arden Shareholders on or
before the date falling 28 days from the date of this Announcement
(or such later date as Arden and Ince may agree, with the consent
of the Panel) and (iii) on and from the earlier of (X) the Scheme
not having become Effective by the Long Stop Date (or such later
date as Arden and Ince may agree, with the consent of the Panel)
and (Y) the time and date on which the Acquisition is withdrawn,
lapses or otherwise terminates in accordance with its terms.
15. Conditions and Scheme of Arrangement
Appendix 1 to this Announcement sets out the Conditions and
further terms to which the Acquisition will be subject, including
details of requisite regulatory approvals.
It is intended that the Acquisition will be effected by a court
sanctioned scheme of arrangement of Arden, between Arden and Arden
Shareholders, under Part 26 of the Companies Act 2006.
Under the Scheme, the Scheme Shares held by Scheme Shareholders
will be transferred to Ince in consideration for which Scheme
Shareholders will receive the New Shares on the basis set out in
paragraph 2 of this Announcement.
The Acquisition will be subject to the Conditions and further
terms and conditions referred to in Appendix 1 to this Announcement
and to be set out in the Scheme Document.
To become Effective, the Scheme requires, among other things,
the approval of Scheme Shareholders by the passing of a resolution
at the Court Meeting. The resolution must be approved by a majority
in number of the Scheme Shareholders present and voting (and
entitled to vote), either in person or by proxy, representing not
less than 75 per cent. in value of the Scheme Shares voted by such
Scheme Shareholders. In addition, a special resolution must be
passed at the General Meeting to deal with certain ancillary
matters, which requires the approval of Arden Shareholders
representing at least 75 per cent. of the votes cast at the General
Meeting (either in person or by proxy). The General Meeting will be
held immediately after the Court Meeting.
The Acquisition will lapse if it does not become Effective by
11.59 pm on the Long Stop Date.
The Arden Meetings are to be held no later than the 22nd day
after the expected date of the Arden Meetings to be set out in the
Scheme Document in due course (or such later date as may be agreed
between Arden and Ince).
Following the Arden Meetings, the Scheme must be sanctioned by
the Court no later than the 22nd day after the expected date of the
Court Hearing to be set out in the Scheme Document in due course
(or such later date as may be agreed between Arden and Ince). The
Scheme will only become Effective once a copy of the Court Order is
delivered to the Registrar of Companies.
Upon the Scheme becoming Effective, it will be binding on all
Arden Shareholders, irrespective of whether or not they attended or
voted at the Arden Meetings and the New Shares will be allotted and
issued by Ince to Scheme Shareholders no later than 14 days after
the Effective Date.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable, and will specify the action to be taken
by Scheme Shareholders.
The Scheme will be governed by English law. The Scheme will be
subject to the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange and AIM.
16. Indicative Timing
The timing of implementation of the Acquisition will be
dependent upon a number of factors including availability of the
Court and receipt of regulatory approvals. However, subject to
these factors, it is expected that the Scheme will become Effective
in the first quarter of 2022.
17. Admission of New Shares
Following the Effective Date, the New Shares will be issued as
fully paid and will rank equally in all respects with the Ince
Shares in issue at the time the New Shares are issued pursuant to
the Acquisition and will be entitled to receive any dividends
and/or other distributions (if any) declared, made or paid, or any
other return of capital (whether by reduction of share capital,
share premium account or otherwise) made, by Ince in respect of the
Ince Shares with a record date falling after the Effective
Date.
Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings for normal
settlement in the New Shares will commence on AIM at 8.00 am on the
first Business Day following the Effective Date.
18. Cancellation of Trading of Arden Shares on AIM
It is intended that dealings in Arden Shares will be suspended
shortly prior to the Effective Date, at a time to be set out in the
Scheme Document. It is further intended that an application will be
made to AIM for the cancellation of the trading of the Arden Shares
on AIM and the London Stock Exchange will be requested to cancel
the listing of Arden Shares on AIM to take effect on or shortly
after the Effective Date. Share certificates in respect of the
Arden Shares will cease to be valid and should be destroyed on the
first Business Day following the Effective Date. In addition,
entitlements held within the CREST system to the Arden Shares will
be cancelled on the first Business Day following the Effective
Date.
19. Arden Share Plans
Participants in the Arden Share Plan and the Arden SIP will be
contacted regarding the effect of the Acquisition on their rights
under such plans and provided with further details concerning the
proposals which will be made to them in due course and in
accordance with Rule 15 of the Takeover Code. Details of the
proposals will be set out in the Scheme Document or, as the case
may be, the Offer Document and in separate letters to be sent to
participants in the Arden Share Plan and the Arden SIP.
20. Opening Position Disclosure
In connection with the Acquisition, Ince will make a public
Opening Position Disclosure setting out details of its interests or
short positions in, or rights to subscribe for, any relevant
securities of Arden by no later than 12 noon on 9 November
2021.
Ince's Opening Position Disclosure will include details of any
interests or short positions in, or rights to subscribe for, any
relevant securities of Arden held by all persons acting in concert
with Ince.
21. Disclosure of Interests
As at the close of business on 25 October 2021, being the Latest
Practicable Date, neither Ince, nor any of the Ince Directors, nor,
so far as Ince is aware, any person acting in concert (within the
meaning of the Takeover Code) with Ince has:
-- any interest in, or right to subscribe for, any Arden Shares
nor does any such person have any short position in Arden Shares
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell, any delivery obligation or right to require
another person to purchase or take delivery of Arden Shares; or
-- borrowed or lent any Arden Shares or entered into any
financial collateral arrangements relating to Arden Shares; or
-- any dealing arrangement, including any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature relating to Arden Shares which may be an inducement to deal or refrain from dealing
22. Ince Concert Party
The following Ince Shareholders have been deemed by the Panel to
be concert parties for the purposes of the Takeover Code ("Ince
Concert Party"). The members of the Ince Concert Party have
long-standing business interests in common.
Name of Ince Concert Number of Ince Shares % of Ince Shares held
Party member on the Latest Practicable
Date*
Adrian Biles 7,610,664 11.1
---------------------- ---------------------------
Adrian Biles and
John Biles jointly 3,333,333 4.86
---------------------- ---------------------------
John Biles 1,537,970 2.24
---------------------- ---------------------------
Robert Biles 933,239 1.36
---------------------- ---------------------------
Christopher Yates 770,541 1.12
---------------------- ---------------------------
Richard Read 565,262 0.82
---------------------- ---------------------------
Margaret Yates 250,000 0.36
---------------------- ---------------------------
Penlee Holdings Limited 59,968 0.09
---------------------- ---------------------------
Victoria Yates 38,486 0.06
---------------------- ---------------------------
St Anne's Investments - -
Limited
---------------------- ---------------------------
Total: 15,099,463 22.03
---------------------- ---------------------------
* Rounded up to two decimal places
It has not been practicable to make enquiries of each member of
the Ince Concert Party of all relevant details required to be
included in this Announcement for the purposes of Rule 2.7 of the
Takeover Code in respect of such persons. With the consent of the
Panel it has been agreed that all relevant details will instead be
included in the Opening Position Disclosure.
23. Documents Available for Inspection
Copies of the following documents will, by no later than 12 noon
on 27 October 2021, be published on Ince's website at
https://www.theincegroup.com/investors/offer-documents/ and on
Arden's website at https://www.arden-partners.com/offer/ .
a) this Announcement;
b) the irrevocable undertakings referred to in paragraph 14
above and listed in Appendix 3 to this Announcement;
c) the Non-Disclosure Agreement referred to in paragraph 13 above; and
d) the consent letters referred to in paragraph 24 below.
24. General
Ince reserves the right to elect to implement the Acquisition by
way of an Offer for the entire issued and to be issued share
capital of Arden not already held by Ince as an alternative to the
Scheme in the following circumstances:
(i) if Arden consents;
(ii) if the Arden Directors withdraw or modify their unanimous
and unconditional recommendation of the Acquisition to Arden
Shareholders; or
(iii) if a third party announces a firm intention to make an
offer for the entire issued share capital of Arden which is
recommended in whole or in part by the Arden Directors, subject in
each case to the Panel's consent. In such an event an Offer will be
implemented on the same terms (subject to appropriate amendments),
so far as applicable, as those which would apply to the Scheme and
subject to the amendments referred to in Part C of Appendix 4 to
this Announcement.
If the Acquisition is effected by way of an Offer and such Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Ince intends to:
(i) request the London Stock Exchange to cancel trading in Arden Shares on AIM; and
(ii) exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining Arden Shares in respect of which the Offer has not been
accepted.
Cattaneo and Arden have given and not withdrawn their written
consent to the issue of this Announcement with references to their
names in the forms and contexts in which they appear.
BDO LLP and Arden have given and not withdrawn their consent to
the publication of their reports in Appendix 4 to this Announcement
in the forms and contexts in which they are included.
IMPORTANT NOTICES
Arden, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser exclusively for Ince and no one else
in connection with the Acquisition and this Announcement and will
not be responsible to anyone other than Ince for providing the
protections afforded to clients of Arden or for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Cattaneo is acting exclusively as financial adviser and Rule 3
adviser exclusively for Arden and no one else in connection with
the Acquisition and the matters set out in this Announcement and
will not regard any other person as its client in relation to the
matters set out in this Announcement and will not be responsible to
anyone other than Arden for providing the protections afforded to
clients of Cattaneo or its affiliates, or for providing advice in
relation to any other matters referred to in this Announcement.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase or, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise nor shall there be any sale, issuance or transfer of
securities of Ince or Arden pursuant to the Acquisition in any
jurisdiction in contravention of applicable laws. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, in the event that the Acquisition is to be
implemented by means of an Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any decision
in respect of, or other response to, the Acquisition should be made
on the basis of the information contained in the Scheme
Document.
Arden and Ince urge Arden Shareholders to read the Scheme
Document carefully when it becomes available because it will
contain important information in relation to the Acquisition, the
New Shares and the Enlarged Group. Any vote in respect of
resolutions to be proposed at the Arden Meetings to approve the
Acquisition, the Scheme or related matters, should be made only on
the basis of the information contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Information relating to Arden Shareholders.
Please be aware that addresses, electronic addresses and certain
other information provided by Arden Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Arden may be provided to Ince during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c).
Overseas Jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Arden Shares
with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another to vote at the Court
Meeting on their behalf, or to hold and vote Ince Shares, may be
affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law the
companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. This Announcement has been prepared for the purpose
of complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by Ince or required by the Takeover
Code, and permitted by applicable law and regulation, the New
Shares to be issued pursuant to the Acquisition to Arden
Shareholders will not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality
or from within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send such documents in
or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of an Offer (unless
otherwise permitted by applicable law and regulation), the Offer
may not be made directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities or from within any
Restricted Jurisdiction.
The availability of New Shares under the Acquisition to Arden
Shareholders who are not resident in the United Kingdom or the
ability of those persons to hold such shares may be affected by the
laws or regulatory requirements of the relevant jurisdictions in
which they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements. Arden Shareholders who are in
doubt about such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.
Any failure to comply with such restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Further details in relation to Arden Shareholders will be
contained in the Scheme Document.
Additional Information for US Investors.
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Ince exercises the right to implement the
Acquisition by way of an Offer and determines to extend the Offer
into the United States, the Acquisition will be made in compliance
with applicable United States laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
Financial information included in this Announcement and the
Scheme Document has been or will have been prepared in accordance
with accounting standards applicable in the United Kingdom that may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
It may be difficult for US holders of Arden Shares to enforce
their rights and any claim arising out of the US federal laws,
since Arden and Ince are located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Arden Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
The Acquisition is intended to be carried out under a scheme of
arrangement provided for under English company law (which requires
the approval of the Scheme Shareholders). If so, it is expected
that any New Shares to be issued pursuant to the Scheme to Arden
Shareholders will be issued in reliance upon the exemption from the
registration requirements of the US Securities Act, provided by
Section 3(a)(10) thereof.
Securities issued pursuant to the Scheme will not be registered
under any US state securities laws and may only be issued to
persons resident in a state pursuant to an exemption from the
registration requirements of the securities laws of such state.
For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, Arden will advise the
Court that its sanctioning of the Scheme will be relied on by Ince
as an approval of the Scheme following a hearing on its fairness to
Arden Shareholders, at which Court hearing all Arden Shareholders
are entitled to attend in person or through counsel to support or
oppose the sanctioning of the Scheme and with respect to which
notification has been given to all such holders.
Neither the US Securities and Exchange Commission nor any
securities commission of any state of the United States has
approved the Acquisition, passed upon the fairness of the
Acquisition, or passed upon the adequacy or accuracy of this
document. Any representation to the contrary is a criminal offence
in the United States.
Cautionary Note Regarding Forward-Looking Statements
This Announcement (including information incorporated by
reference into this Announcement), oral statements regarding the
Acquisition and other information published by Ince and Arden
contain certain forward-looking statements with respect to the
financial condition, strategies, objectives, results of operations
and businesses of Ince and Arden and their respective groups and
certain plans and objectives with respect to the Enlarged Group.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Ince and Arden about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements The
forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on
Ince and Arden, the expected timing and scope of the Acquisition
and other statements other than historical facts Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or
other words of similar meaning. These statements are based on
assumptions and assessments made by Ince, and/or Arden in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and readers are therefore cautioned not
to place undue reliance on these forward-looking statements.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are the satisfaction of the Conditions,
as well as additional factors, such as: changes in the global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions. For a discussion
of important factors which could cause actual results to differ
from forward-looking statements in relation to the Ince Group or
the Arden Group, refer to the annual report and accounts for Ince
for the year ended 31 March 2021 and for Arden for the year ended
31 October 2020, respectively.
Each forward-looking statement speaks only as at the date of
this Announcement. Neither Ince nor Arden, nor their respective
groups assumes any obligation to update or correct the information
contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No Profit Forecasts or Estimates
No statement in this Announcement (including any statement of
estimated synergies) is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share or dividend
per share for Ince, Arden or the Enlarged Group, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
or dividend per share for Ince, Arden or the Enlarged Group as
appropriate.
Quantified Financial Benefits Statements
The statements in the Quantified Financial Benefits Statement
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies and which may in
some circumstances be subject to consultation with employees or
their representatives. The synergies and cost savings referred to
may not be achieved, or may be achieved later or sooner than
estimated, or those achieved could be materially different from
those estimated. For the purposes of Rule 28 of the Takeover Code,
the Quantified Financial Benefits Statement contained in this
Announcement is the responsibility of Ince and the Ince
Directors.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure. Under Rule 8.3(b) of the Takeover Code,
any person who is, or becomes, interested in one per cent. or more
of any class of relevant securities of the offeree company or of
any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company
or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the Business Day following
the date of the relevant dealing. If two or more persons act
together pursuant to an agreement or understanding, whether formal
or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Ince's website at
https://www.theincegroup.com/investors/offer-documents/ and on
Arden's website at https://www.arden-partners.com/offer/ by no
later than 12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of the
websites referred to in this Announcement are not incorporated into
and do not form part of this Announcement.
Ince Shareholders may request a hard copy of this Announcement
(and any information incorporated reference from another source)
and a hard copy of any future documents, announcements and
information to be sent to Ince Shareholders in relation to the
Acquisition by: (i) contacting Williams Nicolson during business
hours on +44 (0)7767 345563 or (ii) by submitting a request in
writing to Ince by email at investorrelations@incegd.com or by post
to Investor Relations, The Ince Group plc, Aldgate Tower, 2 Leman
Street, London E1 8QN.
Arden Shareholders may request a hard copy of this Announcement
(and any information incorporated reference from another source)
and a hard copy of any future documents, announcements and
information to be sent to Arden Shareholders in relation to the
Acquisition by: (i) contacting Arden during business hours on +44
(0)20 7614 5900 or (ii) by submitting a request in writing to Arden
by email at info@arden-partners.com or by post to Arden Partners
plc at 125 Old Broad Street, London, EC2N 1AR.
Telephone lines will be open between 9.30 am and 5.30 pm Monday
to Friday excluding public holidays in England and Wales.
Unless a request is made for a hard copy of this Announcement,
any information incorporated by reference in it and all future
documents, announcements and information in relation to the
Acquisition will not be sent by Arden or Ince in hard copy.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
APPIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Acquisition
The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming effective, subject to the provisions of
the Takeover Code, by no later than the Long Stop Date, or such
later date (if any) as Ince and Arden may agree, with the consent
of the Panel, and the Court may allow.
Scheme approval
The Scheme will be conditional upon:
A. its approval by a majority in number of the Scheme
Shareholders representing not less than 75 per cent. in value of
the Scheme Shares held by such Scheme Shareholders present and
voting, either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or at
any adjournment of any such meeting on or before the 22nd day after
the expected date of the Court Meeting to be set out in the Scheme
Document (or such later date, if any, as Ince and Arden may agree
and, if required, the Court and the Panel may allow);
B. all resolutions necessary to approve and implement the Scheme
being duly passed by the requisite majority or majorities of Arden
Shareholders at the General Meeting or at any adjournment of that
meeting held on or before the 22nd day after the expected date of
the General Meeting to be set out in the Scheme Document (or such
later date, if any, as Ince and Arden may agree and, if required,
the Court and the Panel may allow);
C. the sanction of the Scheme with or without modification (but
subject to any such modification being acceptable to Ince and
Arden) by the Court on or before the 22nd day after the expected
date of the Court Hearing to be set out in the Scheme Document (or
such later date, if any, as Ince and Arden may agree and, if
required, the Court and the Panel may allow); and
D. the delivery of a copy of the Court Order to the Registrar of Companies.
In addition, subject to Part B below and to the requirements of
the Panel, Ince and Arden have agreed that the Acquisition will be
conditional upon the following conditions and, accordingly, the
necessary actions to make the Scheme effective will not be taken
unless the following Conditions (as amended if appropriate) have
been satisfied or, where relevant, waived:
Admission to trading.
E. the London Stock Exchange having acknowledged to Ince or its
agent (and such acknowledgement not having been withdrawn) that the
New Shares will be admitted to trading on AIM;
Approval under FSMA
F. in respect of Arden, the appropriate regulator (as defined in
section 178(2A) of FSMA) of each UK authorised person (as defined
in section 191G of FSMA) within the Wider Arden Group ("Arden
Authorised Persons"):
a. having given notice for the purposes of section 189(4)(a) of
FSMA that it has determined to approve the acquisition of control
by Ince of the Arden Authorised Persons unconditionally or
otherwise approves such acquisition subject to conditions which are
reasonably satisfactory to Ince; or
b. being treated, by virtue of section 189(6) of FSMA, as having
approved such acquisition by Ince of the Arden Authorised
Persons;
The London Stock Exchange/AIM
G. the London Stock Exchange having approved Arden as a
nominated adviser upon the change of control of Arden with effect
from the Effective Date (or on such later date as shall be
satisfactory to Ince);
Other regulatory approvals
H. other than those regulatory approvals referred to at
Conditions (F) and (G) above, no government, governmental,
quasi-governmental, supranational, statutory or regulatory body,
trade agency, association, institution or professional body having
responsibility for the regulation or supervision of banking,
consumer credit or financial services having:
a. withdrawn or refused to renew, or threatened to withdraw or
to refuse to renew, any licence or permission; or
b. instituted, implemented, taken or omitted, or threatened to take or to omit, any other action,
the effect of which would be materially and adversely to affect
the businesses, assets, prospects or profits of the Wider Arden
Group (save as Disclosed) or the Wider Ince Group, and upon no such
licences or permissions terminating or otherwise becoming invalid
as a result of the Acquisition or its implementation the effect of
which would be materially and adversely to affect the businesses,
assets, prospects or profits of the Wider Arden Group or the Wider
Ince Group;
General Third Party clearances and regulatory
I. no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution
or any other body or person whatsoever in any jurisdiction (each a
"Third Party") having decided to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which would or
might reasonably be expected to:
a. require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider Ince Group or any member of the Wider
Arden Group of all or any portion of their respective businesses,
assets or property or impose any limitation on the ability of any
of them to conduct their respective businesses (or any of them) or
to own any of their respective assets or properties or any part
thereof which, in any such case, is material in the context of the
Wider Ince Group or the Wider Arden Group, in either case taken as
a whole;
b. require, prevent or materially delay the divestiture by any
member of the Wider Ince Group of any shares, securities or other
interests in any member of the Wider Arden Group;
c. impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Ince Group
directly or indirectly to acquire or to hold or to exercise
effectively, directly or indirectly, any rights of ownership in
respect of shares or loans or securities convertible into shares or
any other securities (or the equivalent) in any member of the Wider
Arden Group or the Wider Ince Group or to exercise management
control over any such member;
d. otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Ince Group or of any member of
the Wider Arden Group to an extent which is material in the context
of the Wider Ince Group or the Wider Arden Group, in either case
taken as a whole;
e. make the Acquisition or its implementation or the acquisition
or proposed acquisition by Ince or any member of the Wider Ince
Group of any shares or other securities in, or control of Arden
void, illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or
impose additional material conditions or obligations with respect
thereto, or otherwise challenge or interfere therewith;
f. require any member of the Wider Ince Group or the Wider Arden
Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Arden Group or
the Wider Ince Group owned by any third party;
g. impose any material limitation on, or result in any material
delay of, the ability of any member of the Wider Arden Group or the
Wider Ince Group to integrate or co-ordinate its business, or any
part of it, with the businesses of any other member of the Wider
Arden Group or the Wider Ince Group which is adverse to and
material in the context of the Wider Arden Group or the Wider Ince
Group, in each case taken as a whole or in the context of the
Acquisition; or
h. result in any member of the Wider Arden Group or the Wider
Ince Group ceasing to be able to carry on business under any name
under which it presently does so,
and all applicable waiting and other time periods during which
any such Third Party could institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Arden
Shares having expired, lapsed or been terminated;
J. other than in relation to the regulatory approvals referred
to in Conditions (F) and (G) above, all necessary material filings
or applications having been made in connection with the Acquisition
and all statutory or regulatory obligations in any relevant
jurisdiction having been complied with in connection with the
Acquisition or the acquisition by any member of the Wider Ince
Group of any shares or other securities in, or control of, Arden
and all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by Ince or any member of
the Wider Ince Group for or in respect of the Acquisition or the
proposed acquisition of any shares or other securities in, or
control of, Arden by any member of the Wider Ince Group having been
obtained in terms and in a form reasonably satisfactory to Ince
from all appropriate Third Parties or persons with whom any member
of the Wider Arden Group has entered into contractual arrangements
and all such authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and
approvals together with all material authorisations orders,
recognitions, grants, licences, confirmations, clearances,
permissions and approvals necessary or appropriate to carry on the
business of any member of the Wider Arden Group which is material
in the context of the Wider Ince Group or the Wider Arden Group as
a whole remaining in full force and effect and all material filings
necessary for such purpose have been made and there being no notice
or intimation of any intention to revoke or not to renew any of the
same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
Certain matters arising as a result of any arrangement,
agreement etc.
K. save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any
member of the Wider Arden Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject,
which in consequence of the Acquisition or the proposed acquisition
of any shares or other securities in Arden or because of a change
in the control or management of Arden or otherwise, could or might
result in (in each case to an extent which is material and adverse
in the context of the Wider Arden Group as a whole, or in the
context of the Acquisition):
a. any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow moneys
or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
b. any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or adversely modified
or adversely affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;
c. any assets or interests of any such member being or falling
to be disposed of or charged or any right arising under which any
such asset or interest could be required to be disposed of or
charged;
d. the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any such member;
e. the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person,
firm or body (or any arrangement or arrangements relating to any
such interest or business) being terminated, adversely modified or
adversely affected;
f. the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
g. any such member ceasing to be able to carry on business under
any name under which it presently does so; or
h. the creation of any material liability, actual or contingent,
by any such member other than trade creditors incurred in the
ordinary course of business,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Arden Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, could result in any of the events or circumstances as
are referred to in sub-paragraphs (a) to (h) of this Condition (K)
(in each case to the extent which is material in the context of the
Wider Arden Group taken as a whole);
Certain events occurring since 31 October 2020
L. save as Disclosed, no member of the Wider Arden Group having, since 31 October 2020:
a. save for Arden Shares issued pursuant to the exercise of
options or vesting of awards granted under the Arden Share Plan,
issued, authorised or proposed the issue of additional shares of
any class;
b. save for the grant of options or awards under the Arden Share
Plan, issued or agreed to issue, authorised or proposed the issue
of securities convertible into shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares
or convertible securities;
c. save for any Arden Equalisation Dividend, recommended,
declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in
cash or otherwise;
d. merged or demerged with any body corporate or acquired or
disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised
or proposed or announced any intention to propose any merger,
demerger, acquisition or disposal, transfer, mortgage, charge or
security interest;
e. made or authorised or proposed or announced an intention to
propose any change in its loan capital;
f. issued, authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or become subject to any
guarantee or contingent liability;
g. purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital;
h. other than the Scheme, implemented, or authorised, proposed
or announced its intention to implement, any reconstruction,
amalgamation, scheme, commitment or other transaction or
arrangement;
i. entered into or materially changed the terms of any contract
with any director or senior executives;
j. entered into or materially varied or authorised, proposed or
announced its intention to enter into or vary any material
contract, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which is or could be restrictive on
the businesses of any member of the Wider Arden Group or the Wider
Ince Group or which involves or could involve an obligation of such
a nature or magnitude that it would be reasonably likely to be
material in the context of the Wider Arden Group or the Wider Ince
Group taken as a whole;
k. taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative
receiver, administrator, trustee or similar officer of all or any
of its assets or revenues or any analogous proceedings in any
jurisdiction or had any such person appointed;
l. waived or compromised any claim otherwise than in the
ordinary course of business and in any case which is material or
would be reasonably likely to be material in the context of the
Wider Arden Group taken as a whole;
m. entered into any contract, commitment, arrangement or
agreement or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced any intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (L);
n. except in relation to changes made or agreed as a result of,
or arising from, changes in legislation, having made or agreed or
consented to any change to:
a. the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Arden Group for
its directors, employees or their dependents;
b. the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
c. the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
d. the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context of
the Wider Arden Group taken as a whole;
o. proposed, agreed to provide or modified the terms of the
Arden Share Plan or any share option scheme, incentive scheme or
other benefit constituting a material change relating to the
employment or termination of employment of a material category of
persons employed by the Wider Arden Group or which constitutes a
material change to the terms or conditions of employment of any
employee of the Wider Arden Group, save as agreed by the Panel or
by Ince; or
p. having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the
approval of Arden Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Takeover Code;
No adverse change, litigation or regulatory enquiry
M. save as Disclosed, since 31 October 2020:
a. no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Arden Group which, in any such
case, is material in the context of the Wider Arden Group taken as
a whole and no circumstances have arisen which would or might
reasonably be expected to result in any such adverse change;
b. (other than as a result of or in connection with the
Acquisition), no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of the Wider Arden
Group is or may become a party (whether as a plaintiff, defendant
or otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Arden Group having been
instituted announced or threatened by or against or remaining
outstanding in respect of any member of the Wider Arden Group which
in any such case, has had or might reasonably be expected to have
an adverse effect that is material in the context of the Wider
Arden Group; and
c. no contingent or other liability having arisen or become
apparent (other than in the ordinary course of business) which will
or might be likely to adversely affect the business, assets,
financial or trading position or profits or prospects or
operational performance of any member of the Wider Arden Group to
an extent which is material in the context of the Wider Arden Group
taken as a whole;
No withdrawal, cancellation, termination or modification of
licence
N. save as Disclosed, no steps having been taken which are
likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Arden
Group which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of
which is material and has had, or might reasonably be expected to
have, a material adverse effect on the Wider Arden Group taken as a
whole;
No discovery of certain matters
O. save as Disclosed, Ince not having discovered:
a. that any financial, business or other information concerning
the Wider Arden Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider
Arden Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading;
b. that any member of the Wider Arden Group, otherwise than in
the ordinary course of business, is subject to any liability
(contingent or otherwise); or
c. any information which affects the import of any information
disclosed at any time prior to this Announcement by or on behalf of
any member of the Wider Arden Group to any member of the Wider Ince
Group,
in each case, to the extent which is material in the context of
the Wider Arden Group taken as a whole;
Anti-corruption, sanctions and criminal property
P. save as Disclosed, Ince not having discovered that:
a. any past or present member, director, officer or employee of
the Wider Arden Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977 or any other applicable anti-corruption legislation; or (b)
any person who performs or has performed services for or on behalf
of the Wider Arden Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of
such services which would constitute an offence under the Bribery
Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption legislation; or
b. any material asset of any member of the Wider Arden Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition); or
c. any past or present member, director, officer or employee of
the Wider Arden Group has engaged in any business with, made any
investments in, made any funds or assets available to or received
any funds or assets from: (a) any government, entity or individual
in respect of which UK, US or European Union persons, or persons
operating in those territories, are prohibited from engaging in
activities or doing business, or from receiving or making available
funds or economic resources, by UK, US or European Union laws or
regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control, or HM Treasury
& Customs; or (b) any government, entity or individual targeted
by any of the economic sanctions of the United Kingdom, the United
Nations, the United States, the European Union or any of its member
states; or
d. no member of the Wider Arden Group being engaged in any
transaction which would cause Ince to be in breach of any law or
regulation upon its acquisition of Arden, including the economic
sanctions of the United States Office of Foreign Assets Control, or
HM Treasury & Customs, or any government, entity or individual
targeted by any of the economic sanctions of the United Kingdom,
the United Nations, the United States, the European Union or any of
its member states.
Part B: Waiver and Invocation of the Conditions
Q. To the extent permitted by law and subject to the
requirements of the Panel, Ince reserves the right (in its sole
discretion) to waive, in whole or in part, all or any of the
Conditions above, except for Conditions (A) to (E), which cannot be
waived.
R. Conditions (F) and (G) must be fulfilled or (where
permissible as stated above) waived by no later than 11.59 pm on
the date immediately preceding the date of the Court Hearing,
failing which the Acquisition will lapse.
S. Under Rule 13.5(a) of the Takeover Code, Ince may not invoke
a condition to the Acquisition so as to cause the Acquisition not
to proceed, to lapse or to be withdrawn without the consent of the
Panel. The Panel will normally only give its consent if the
circumstances which give rise to the right to invoke the condition
are of material significance to the offeror in the context of the
Acquisition. Conditions (A) to (E) (inclusive) are not subject to
Rule 13.5(a) of the Takeover Code and may be invoked by Ince
without the consent of the Panel.
T. Under Rule 13.6 of the Takeover Code, Arden may not invoke,
or cause or permit Ince to invoke, any condition to the
Acquisition, unless the circumstances which give rise to the right
to invoke the condition are of material significance to Arden
Shareholders in the context of the Acquisition.
Part C: Implementation by way of Offer
U. Ince reserves the right, with the consent of the Panel and
Arden, or, in certain circumstances, without the consent of Arden,
to implement the Acquisition by way of a takeover offer (as defined
in Part 28 of the Companies Act 2006). In such event, such Offer
will be implemented on the same terms, so far as applicable, as
those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation and subject to the
consent of the Panel) an acceptance condition that is set at 90 per
cent. (or such lesser percentage, as Ince and Arden may decide
after, to the extent necessary, consultation with the Panel, being
in any case more than 50 per cent.) of the Arden Shares (i) in
nominal value of the shares to which such Offer relates; and (ii)
of the voting rights attached to those shares, and that is subject
to Ince and/or (with the consent of the Panel) any of its
wholly-owned subsidiaries having acquired or agreed to acquire,
whether pursuant to the Offer or otherwise, Arden Shares carrying
more than 50 per cent. of the voting rights normally exercisable at
a general meeting of Arden, including, for this purpose, any such
voting rights attaching to Arden Shares that are unconditionally
allotted or issued before the takeover offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or otherwise.
The availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
Part D: Certain further terms of the Acquisition
V. The Acquisition will be governed by English law and be
subject to the jurisdiction of the English courts and to the
conditions and further terms set out in this Announcement and in
the Scheme Document (or Offer Document as the case may be). The
Acquisition will comply with the applicable rules and regulations
of the London Stock Exchange and the Takeover Code. This
Announcement does not constitute, or form part of, an offer or
invitation to purchase Arden Shares or any other securities.
W. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
X. If Ince is required by the Panel to make an offer for Arden
Shares under the provisions of Rule 9 of the Takeover Code, Ince
may make such alterations to any of the above Conditions as are
necessary to comply with the provisions of that Rule.
Y. Fractions of New Shares will not be allotted or issued to
persons accepting the Scheme; individual entitlements to amounts of
less than GBP2 will not be paid to persons accepting the Scheme but
will be retained for the benefit of Ince.
Z. The offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any
facility of a national securities exchange of, any Restricted
Jurisdiction and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within
any Restricted Jurisdiction.
AA. The New Shares to be issued pursuant to the Acquisition have
not been and will not be registered under the US Securities Act of
1933 (as amended) nor under any of the relevant securities laws of
any Restricted Jurisdiction. Accordingly, the New Shares may not be
offered, sold or delivered, directly or indirectly, into any
Restricted Jurisdiction, except pursuant to exemptions from
applicable requirements of any such jurisdiction.
BB. The New Shares will be issued credited as fully paid and
will rank pari passu in all respects with the existing Ince Shares.
An application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM.
CC. Arden Shares which will be acquired under the Acquisition
will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with
all rights now or hereafter attaching or accruing to them,
including voting rights and the right to receive and retain in full
all dividends and other distributions (if any) declared, made or
paid on or after the date of this Announcement, other than any
Arden Equalisation Dividend.
DD. If, after the date of this Announcement, any Arden Dividend
is declared, made or paid or becomes payable in respect of the
Arden Shares, Ince reserves the right to reduce the Exchange Ratio
accordingly so as to reflect the aggregate value attributable to
any such Arden Dividend.
EE. If, after the date of this Announcement, any Ince Dividend
is declared, made or paid or becomes payable in respect of the Ince
Shares, then Arden will be entitled to declare and pay, and Arden
Shareholders will be entitled to receive and retain the Arden
Equalisation Dividend in respect of the Arden Shares of an amount
per Arden Share equal to the amount of the Ince Dividend per Ince
Share multiplied by the Exchange Ratio (taking into account any
reduction to the Exchange Ratio arising as a result of any Arden
Dividend in accordance with paragraph DD in this Part D of this
Appendix 1).
APPIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
1. Unless otherwise stated:
a. financial information relating to the Ince Group has been
extracted or derived (without any adjustment) from the audited
annual report and accounts of the Ince Group for the financial year
ended 31 March 2021; and
b. financial information relating to the Arden Group has been
extracted or derived (without any adjustment) from the audited
annual report and accounts of the Arden Group for the financial
year ended 31 October 2020 and its unaudited half year results for
the six months ended 30 April 2021.
2. The value of each Arden Share is calculated:
a. by reference to the price of 53 pence per Ince Share, being
the Closing Price on 25 October 2021, being the Latest Practicable
Date; and
b. the Exchange Ratio of 7 New Shares in exchange for each 12 Arden Shares; and
c. on the basis of the fully diluted share capital of Arden referred to in paragraph 4 below.
3. As at the close of business on 25 October 2021, being the
Latest Practicable Date, Arden had in issue 29,074,211 Arden Shares
(excluding 4,304,724 Arden Shares held by Arden as Treasury Shares)
and Ince had in issue 68,540,912 Ince Shares.
4. The fully diluted share capital of Arden (being 32,299,211
Arden Shares) is calculated on the basis of:
a. 29,074,211 issued Arden Shares referred to in paragraph 3 above; and
b. 3,225,000 Arden Shares required in connection with the
exercise of options over 6,860,000 Arden Shares for the purposes of
the Arden Share Plan that will be satisfied as to 3,635,000 Arden
Shares in issue held by the Arden Employee Benefit Trust and as to
3,225,000 Arden Shares out of the 4,304,724 Arden Shares held by
Arden as Treasury Shares.
5. Unless otherwise stated, all prices and closing prices for
Arden Shares and Ince Shares are closing middle market quotations
derived from the AIM Appendix to the Daily Official List on that
day.
6. Historical pro-forma combined net revenue is derived from
last published reported annual accounts as referred to in paragraph
1 above.
APPIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
PART A - Director irrevocable undertakings
The Arden Directors have each given an irrevocable undertaking
in respect of their own beneficial holding of Arden Shares to vote
in favour of the Scheme at the Court Meeting and the Resolution(s)
at the General Meeting (or, if applicable, to accept an Offer to
implement the Acquisition) as set out below:
Name of Arden Director Number of Arden Shares Percentage of Arden issued
share capital (excluding
Treasury Shares) (%)
Mark Ansell 155,160 0.5
---------------------- --------------------------
Donald Brown 736,008 2.6
---------------------- --------------------------
Alistair Currie 100,000 0.3
---------------------- --------------------------
Steve Douglas 467,352 1.6
---------------------- --------------------------
James Reed-Daunter 2,943,176 10.1
---------------------- --------------------------
Totals 4,401,696 15.1
---------------------- --------------------------
PART B - Non- Director shareholder irrevocable undertakings
The following Arden Shareholders have also each given an
irrevocable undertaking in respect of their own beneficial holding
of Arden Shares to vote in favour of the Scheme at the Court
Meeting and the Resolution(s) at the General Meeting (or, if
applicable, to accept an Offer to implement the Acquisition) as set
out below:
Name of Arden Shareholder Number of Arden Shares Percentage of Arden
issued share capital
(excluding Treasury
Shares) (%)
Employee Benefit Trust 3,635,000 12.5
---------------------- ---------------------
Richard Day 1,368,706 4.7
---------------------- ---------------------
Alasdair Locke 1,365,559 4.7
---------------------- ---------------------
Robert Griffiths 1,100,000 3.8
---------------------- ---------------------
Tony Bartlett 1,066,798 3.7
---------------------- ---------------------
Totals 8,536,063 29.4
---------------------- ---------------------
Notes:
1. The Arden Shares referred to in the tables set out at Part A
and Part B of this Appendix 3 above are either held by such Arden
Director/Shareholder directly or held via a nominee. In each case,
such Arden Director/Shareholder has undertaken to vote itself, or
to direct (and to use all reasonable endeavours to procure) that
the relevant nominee votes, in favour of the Scheme (or, if
applicable, to accept the Offer).
2. The percentages in the table above have been rounded up to one decimal place.
3. The undertakings detailed in this Appendix 3 cease to be binding only if:
a. Ince announces that it does not intend to proceed with the
Acquisition and no new, revised or replacement scheme or offer is
announced in accordance with Rule 2.7 of the Takeover Code at the
same time;
b. the Scheme Document is not published within 28 days of this
Announcement being released (or such later date as agreed with the
Panel but in any event not being longer than six weeks);
c. the Acquisition lapses or is withdrawn; or
d. the Acquisition has not become Effective by 11:59 pm on the Long-Stop Date.
4. The undertakings detailed in this Appendix 3 will remain
binding in the event of a competing offer.
APPIX 4
QUANTIFIED FINANCIAL BENEFITS STATEMENT
Part A
Paragraph 4 of this Announcement (Potential Synergies) contains
statements of estimated financial synergies arising from the
Acquisition (the "Quantified Financial Benefits Statement").
The text of the Quantified Financial Benefits Statement is set
out below:
"The Ince Board expects recurring run-rate pre-tax cost
synergies of approximately GBP1 million per annum will be achieved
within three years of completion of the Acquisition.
The constituent elements of the quantified cost synergies, which
are expected to originate from the cost bases of both Ince and
Arden include:
-- Avoidance of duplication of property costs, with the Enlarged
Group operating from a single head office location, alongside
Ince's other existing national and international offices,
representing approximately 20 per cent. of the run rate
savings.
-- Harmonisation of operating models where savings are envisaged
from alignment of third party service providers and IT systems,
representing approximately 25 per cent. of the run-rate
savings.
-- Other areas of overlap including the elimination of
duplication in listed public company costs and service and support
costs, representing approximately 55 per cent. of the run-rate
savings.
Dis-synergies have been considered in quantifying the net impact
of the synergy benefits and are not expected to be material.
It is envisaged that the realisation of the quantified cost
synergies will result in one-off integration cash costs of
approximately GBP76,000 in aggregate.
The identified synergies will accrue as a direct result of the
Acquisition and would not be achieved on a standalone basis.
Further information on the bases of belief supporting the
Quantified Financial Benefits Statement, including the principal
assumptions and sources of information, is set out below."
Bases of belief
Following commencement of discussions regarding the Acquisition,
a synergy development team was established at Ince to evaluate and
assess the potential synergies available for the integration. The
Ince team has engaged with key members of Arden's senior management
on the development of the cost synergy plan and identifying areas
of potential savings.
The Ince synergy assessment was led by senior personnel. The
Ince team worked with senior subject matter experts in areas within
the Ince business to identify integration initiatives and estimate
the timing and quantum of cost savings available.
In preparing the Quantified Financial Benefits Statement, both
Ince and Arden have shared certain operating and financial
information to facilitate a detailed analysis in support of
evaluating the potential synergies available from the Acquisition.
In circumstances where data has been limited for commercial or
other reasons, the Ince team has made estimates and assumptions to
aid its development of individual synergy initiatives.
In arriving at the Quantified Financial Benefits Statements, the
Ince Directors have assumed:
-- No material change in macroeconomic, political, legal or
regulatory conditions in the markets and regions in which Ince and
Arden operate;
-- No significant impact on the underlying operations of either business from the Acquisition;
-- No material change in foreign exchange rates; and
-- No material divestments from either the Ince or Arden existing businesses.
The baselines used for the quantified cost synergies were:
-- For Ince: operating expenses for the 12 months ended 31 March 2021; and
-- For Arden: projected full year operating expenses for the
financial year ending 31 October 2021.
Reports
As required by Rule 28.1(a) of the Takeover Code, BDO LLP, as
reporting accountants to Ince, has provided a report stating that,
in its opinion, the Quantified Financial Benefits Statement has
been properly compiled on the basis stated. In addition Arden, as
financial adviser to Ince, has provided a report stating that, in
its view, the Quantified Financial Benefits Statement has been
prepared with due care and consideration. Each of BDO LLP and Arden
have given and not withdrawn their consent to the publication of
their reports in this Announcement in the form and context in which
they are included.
Notes
These statements are not intended as a profit forecast and
should not be interpreted as such. These statements of estimated
cost savings and synergies relate to future actions and
circumstances which, by their nature, involve risks, uncertainties
and contingencies and which may in some circumstances be subject to
consultation with employees or their representatives. As a result,
the cost savings and synergies referred to may not be achieved, or
may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. Neither these
statements nor any other statement in this Announcement should be
construed as a profit forecast or interpreted to mean that the
Enlarged Group's earnings in the first full year following
implementation of the Acquisition, or in any subsequent period,
would necessarily match or be greater than or be less than those of
Ince or Arden for the relevant preceding financial period or any
other period. Due to the scale of the Enlarged Group, there may be
additional changes to the Enlarged Group's operations. As a result,
and given the fact that the changes relate to the future, the
resulting cost savings may be materially greater or less than those
estimated.
Part B
Report from BDO LLP
The Directors
The Ince Group plc
Aldgate Tower
2 Leman Street
London E1 8QN
Arden Partners plc (the "Financial Adviser")
125 Old Broad Street
London EC2N 1AR
26 October 2021
Dear Sir or Madam
The Ince Group plc (the "Company")
Proposed acquisition of Arden (the "Target")
We report on the statement made by the directors of the Company
(the "Directors") regarding estimated quantified financial benefits
and set out on in paragraph 4 (Potential Synergies) of the
announcement prepared and issued by the Company in connection with
Rule 2.7 of the City Code on Takeovers and Mergers (the "Takeover
Code") (respectively, the "Statement" and the "Announcement") and
the basis of preparation of the Statement set out in Part A of
Appendix 4 to the Announcement.
This report is required by Rule 28.1(a)(i) of the City Code on
Takeovers and Mergers (the "Takeover Code") and is given for the
purpose of complying with that rule and for no other purpose.
Responsibility
It is the responsibility of the directors of the Company (the
"Directors") to prepare the Statement, the basis of preparation of
the Statement and notes to the Statement in accordance with the
requirements of Rule 28 of the Takeover Code.
It is our responsibility to form an opinion, as required by Rule
28.1(a)(i) of the Takeover Code, as to whether the Statement has
been properly compiled on the basis stated and to report that
opinion to you.
Save for any responsibility which we may have to those persons
to whom this report is expressly addressed and for any
responsibility arising under Rule 28.1(a)(i) of the Takeover Code
to any person as and to the extent there provided (including to the
shareholders of the Company), to the fullest extent permitted by
the law we do not assume any responsibility and will not accept any
liability to any other person for any loss suffered by any such
other person as a result of, arising out of, or in connection with
this report or our statement, required by and given solely for the
purposes of complying with Rule 23.2 of the Takeover Code,
consenting to its inclusion in the Announcement.
In providing this opinion we are not updating or refreshing any
reports or opinions previously made by us on any financial
information used in the compilation of the Statement, nor do we
accept responsibility for such reports or opinions beyond that owed
to those to whom those reports or opinions were addressed by us at
the dates of their issue.
Basis of preparation
The Statement has been prepared on the basis stated Part A of
Appendix 4 to the Announcement.
Basis of opinion
We conducted our work in accordance with the Standards for
Investment Reporting issued by the Auditing Practices Board.
The work that we performed for the purpose of making this
report, which involved no independent examination of any of the
underlying financial information, consisted primarily of
considering whether the Statement has been accurately computed
based upon bases of belief (including the principal assumptions and
sources of information summarised in the notes to the Statement).
Whilst the bases of belief (and the principal assumptions and
sources of information summarised in the notes to the Statement)
are the responsibility of the Directors, we considered whether
there was anything to indicate whether the bases of belief (or
principal assumptions or sources of information summarised in the
notes to the Statement) adopted by the Directors which, in our
opinion, are necessary for a proper understanding of the Statement,
have not been disclosed or if any of the bases of belief (or
principal assumptions or sources of information summarised in the
notes to the Statement) made by the Directors appears to us to be
unrealistic. This involved discussing the Statement together with
the bases of belief supporting the Statement (including the
principal assumptions and sources of information summarised in the
notes to the Statement) with the Directors and those officers and
employees of the Company who developed the underlying plans. We
have also discussed with the Financial Adviser. The Statement is
subject to uncertainty as described in the Notes set out in Part A
of Appendix 4 to the Announcement.
We planned and performed our work so as to obtain the
information and explanations which we considered necessary in order
to provide us with reasonable assurance that the Statement has been
properly compiled on the basis stated.
We do not express any opinion as to the achievability of the
cost savings estimated by the Directors of the Company in the
Statement.
Our work has not been carried out in accordance with auditing or
other standards and practices generally accepted in the United
States of America or other jurisdictions outside the United Kingdom
and accordingly should not be relied upon as if it had been carried
out in accordance with those standards and practices.
Opinion
In our opinion the Statement by the Company has been properly
compiled on the basis stated.
Yours faithfully
BDO LLP
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127)
Part C
Report from Arden Partners plc
The Directors
The Ince Group plc
Aldgate Tower
2 Leman Street
London E1 8QN
26 October 2021
Dear Directors,
Quantified Financial Benefits Statement by Ince Group plc
("Ince") in relation to the recommended all-share acquisition (the
"Acquisition") of Arden Partners plc ("Arden") by Ince Group plc
("Ince").
We refer to the Quantified Financial Benefits Statement, the
bases of belief thereof and the notes thereto (together, the
"Statement") as set out in Part A of Appendix 4 of the announcement
to be released on -- October 2021 pursuant to Rule 2.7 of the City
Code on Takeovers and Mergers (the "Code") (the "Announcement"),
for which the board of directors of Ince (the "Directors") are
solely responsible under Rule 28.1(a)(ii) of the Code.
We have discussed the Statement (including the assumptions and
sources of information referred to therein), with the Directors and
those officers and employees of Ince who developed the underlying
plans. The Statement is subject to uncertainty as described in the
Announcement and our work did not involve an independent
examination of any of the financial or other information underlying
the Statement.
We have relied upon the accuracy and completeness of all the
financial and other information provided to us by or on behalf of
Ince, or otherwise discussed with or reviewed by us, and we have
assumed such accuracy and completeness for the purposes of
providing this letter.
We do not express any view as to the achievability of the
quantified financial benefits identified by the Directors.
We have also reviewed the work carried out by BDO LLP and have
discussed with them the opinion set out in the Announcement
addressed to you and us on this matter. This letter is provided to
you solely in connection with Rule 28.1(a)(ii) of the Code and for
no other purpose. We accept no responsibility to Ince or its
shareholders or any person other than the Directors in respect of
the contents of this letter. We are acting exclusively as financial
advisers to Ince and no one else in connection with the Acquisition
and it was for the purpose of complying with Rule 28.1(a)(ii) of
the Code that Ince requested Arden to prepare this report on the
Statement. No person other than the Directors can rely on the
contents of this letter, and to the fullest extent permitted by
law, we exclude all liability (whether in contract, tort or
otherwise) to any other person, in respect of this letter, its
contents or the work undertaken in connection with this letter or
any of the results that can be derived from this letter or any
written or oral information provided in connection with this
letter, and any such liability is expressly disclaimed except to
the extent that such liability cannot be excluded by law.
On the basis of the foregoing we consider that the Statement,
for which you as the Directors are solely responsible, has been
prepared with due care and consideration.
Yours faithfully,
Arden Partners plc
APPIX 5
DEFINITIONS
Acquisition the proposed acquisition of the entire
issued and to be issued share capital
of Arden by Ince, to be effected by
the Scheme as described in this Announcement
(or by the Offer under certain circumstances
described in this Announcement)
Admission the admission of the New Shares to
trading on AIM
---------------------------------------------------------------
AIM the market of that name operated by
the London Stock Exchange
---------------------------------------------------------------
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange
---------------------------------------------------------------
AIM Rules for Nominated the AIM Rules for Nominated Advisers
Advisers published by the London Stock Exchange
---------------------------------------------------------------
Announcement this announcement made pursuant to
Rule 2.7 of the Takeover Code
---------------------------------------------------------------
Arden Arden Partners plc, incorporated in
England and Wales with registered
number 04427253
---------------------------------------------------------------
Arden Board the board of directors of Arden
---------------------------------------------------------------
Arden Directors the directors of Arden from time to
time and Arden Director means any
one of them
---------------------------------------------------------------
Arden Dividend as defined in paragraph 5 of this
Announcement
---------------------------------------------------------------
Arden Employee Benefit the Arden Partners plc Employee Benefit
Trust Trust established on 1 November 2004
---------------------------------------------------------------
Arden Equalisation Dividend as defined in paragraph 5 of this
Announcement
---------------------------------------------------------------
Arden Group Arden and its subsidiaries and subsidiary
undertakings from time to time
---------------------------------------------------------------
Arden Shares ordinary shares of 10 pence each in
the capital of Arden
---------------------------------------------------------------
Arden Shareholders the registered holders of Arden Shares
from time to time
---------------------------------------------------------------
Arden Share Plan the Arden Partners plc Employee Share
Option Plan 2013
---------------------------------------------------------------
Arden SIP the Arden Partners plc Share Incentive
Plan 2018
---------------------------------------------------------------
Arden 2020 Report & Accounts the full year results of the Arden
Group for the year ended 31 October
2020
---------------------------------------------------------------
Articles the articles of association of Arden
---------------------------------------------------------------
Board of the Enlarged Group the Board of Ince immediately following
completion of the Acquisition
---------------------------------------------------------------
Business Day a day, other than a Saturday, Sunday,
public holiday or bank holiday, on
which banks are generally open for
normal business in the City of London
---------------------------------------------------------------
Cattaneo Cattaneo Corporate Finance Solutions
Limited, independent Rule 3 adviser
to Arden
---------------------------------------------------------------
Closing Price the closing middle market quotation
of a share derived from the AIM Appendix
to the Daily Official List of the
FCA on that day
---------------------------------------------------------------
Companies Act or the Act the United Kingdom Companies Act 2006,
as amended from time to time
---------------------------------------------------------------
Conditions the conditions to the implementation
of the Scheme as set out in Appendix
I to this Announcement
---------------------------------------------------------------
Court the High Court of Justice, Business
and Property Courts of England and
Wales, Companies Court
---------------------------------------------------------------
Court Hearing the hearing by the Court to sanction
the Scheme and, if such hearing is
adjourned, references to the commencement
of any such hearing shall mean the
commencement of the final adjournment
thereof
---------------------------------------------------------------
Court Meeting the meeting (or any adjournment, postponement
or reconvention thereof) of the Scheme
Shareholders (or the relevant class
or classes thereof) to be convened
by order of the Court pursuant to
section 896 of the Companies Act to
consider and, if thought fit, approve
the Scheme (with or without modification)
---------------------------------------------------------------
Court Order the order of the Court sanctioning
the Scheme under Part 26 of the Companies
Act
---------------------------------------------------------------
CREST the relevant system (as defined in
the Regulations) in respect of which
Euroclear is the Operator (as defined
in the Regulations)
---------------------------------------------------------------
Dealing Disclosure has the same meaning as in Rule 8
of the Code
---------------------------------------------------------------
Disclosed the information fairly disclosed by,
or on behalf of Arden:
(a) in the Arden 2020 Annual Report
and Accounts;
(b) in the interim results announcement
of the Arden Group for the six month
period to 30 April 2021;
(c) in this Announcement;
(d) in any other public announcement
made by, or on behalf of, Arden in
accordance with the Market Abuse Regulation,
the AIM Rules, or the Disclosure Guidance
and Transparency Rules (as applicable)
since 30 April 2021 and prior to the
date of this Announcement; or
(e) in writing prior to the date of
this Announcement by or on behalf
of Arden to Ince (or its respective
officers, employees, agents or advisers
in their capacity as such)
---------------------------------------------------------------
Disclosure Table the disclosure table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk
---------------------------------------------------------------
Disclosure Guidance and the disclosure guidance and transparency
Transparency Rules rules made by the FCA pursuant to
section 73A of FSMA, as amended from
time to time
---------------------------------------------------------------
Effective in the context of the Acquisition:
(a) the Scheme having become effective
pursuant to its terms, upon the delivery
of the Court Order to the Registrar
of Companies; or
(b) if the Acquisition is implemented
by way of an Offer, such Offer having
been declared and become unconditional
in all respects in accordance with
the requirements of the Takeover Code
---------------------------------------------------------------
Effective Date the date upon which:
(a) the Scheme becomes Effective;
or
(b) if Ince elects and the Takeover
Panel consents to implement the Acquisition
by way of an Offer, the Offer becomes
or is declared unconditional in all
respects
---------------------------------------------------------------
Enlarged Group the Ince Group as enlarged by the
Acquisition following the Scheme becoming
Effective
---------------------------------------------------------------
Euroclear Euroclear UK & Ireland Limited
---------------------------------------------------------------
Exchange Ratio 7 New Shares in exchange for 12 Arden
Shares
---------------------------------------------------------------
Excluded Shares any Arden Shares at the Scheme Record
Time:
(a) of which Ince or any member of
the Wider Ince Group is the registered
holder;
(b) which are beneficially owned by
Ince or any member of the Wider Ince
Group;
(c) which Arden and Ince agree in
writing will not be subject to the
Scheme; or
(d) held by Arden in treasury
---------------------------------------------------------------
FCA the UK Financial Conduct Authority
or its successor firm
---------------------------------------------------------------
FSMA the Financial Services and Markets
Act 2000 (as amended, modified, re-enacted
or replaced from time to time)
---------------------------------------------------------------
General Meeting the general meeting (or any adjournment,
postponement or reconvention thereof)
of Arden Shareholders to be convened
in connection with the Scheme
---------------------------------------------------------------
Ince The Ince Group Plc, incorporated in
England and Wales with registered
number 03744673
---------------------------------------------------------------
Ince Board the board of directors of Ince
---------------------------------------------------------------
Ince Corporate Finance the existing corporate finance business
of the Ince Group
---------------------------------------------------------------
Ince Directors the directors of Ince from time to
time and Ince Director means any one
of them
---------------------------------------------------------------
Ince Dividend as defined in paragraph 5 of this
Announcement
---------------------------------------------------------------
Ince Group Ince and its subsidiaries and subsidiary
undertakings
---------------------------------------------------------------
Ince Shares the ordinary shares of one pence each
in the capital of Ince (including,
if the context requires, the New Shares)
---------------------------------------------------------------
Ince Shareholders the registered holders of Ince Shares
from time to time
---------------------------------------------------------------
Latest Practicable Date 25 October 2021, being the latest
practicable date prior to the publication
of this Announcement
---------------------------------------------------------------
London Stock Exchange London Stock Exchange plc
---------------------------------------------------------------
Long Stop Date 30 June 2022 or such later date (if
any) as Ince and Arden may, with the
consent of the Takeover Panel, agree
and (if required) the Court may allow
---------------------------------------------------------------
Market Abuse Regulation The Market Abuse Regulation (2014/596/EU)
as it forms part of UK law by virtue
of the European Union (Withdrawal)
Act 2018
---------------------------------------------------------------
New Shares the new Ince Shares to be issued fully
paid to the Scheme Shareholders pursuant
to the Scheme (and any other Arden
Shares which are issued after the
Scheme becomes Effective)
---------------------------------------------------------------
Non-Disclosure Agreement the mutual non-disclosure agreement
entered into by Ince and Arden on
13 September 2021, as described in
paragraph 13 of this Announcement
---------------------------------------------------------------
Offer should the Acquisition be implemented
by way of a takeover offer as defined
in Chapter 3 of Part 28 of the Companies
Act 2006, the recommended offer to
be made by or on behalf of Ince to
acquire the entire issued and to be
issued ordinary share capital of Arden
and, where the context admits, any
subsequent revision, variation, extension
or renewal of such offer
---------------------------------------------------------------
Offer Document should the Acquisition be implemented
by means of an Offer, the document
to be sent to Arden Shareholders which
will contain, inter alia, the full
terms and conditions of the Offer
---------------------------------------------------------------
Offer Period the period commencing on 26 October
2021 and ending on the earlier of
the date on which the Scheme becomes
Effective and/or the date on which
the Scheme lapses or is withdrawn
(or such other date as the Panel may
decide)
---------------------------------------------------------------
Opening Position Disclosure has the same meaning as in Rule 8
of the Takeover Code
---------------------------------------------------------------
Panel The Panel on Takeovers and Mergers
---------------------------------------------------------------
Quantified Financial Benefits the quantified financial benefits
Statement statement contained in Part A of Appendix
4 to this Announcement
---------------------------------------------------------------
Registrar of Companies the Registrar of Companies in England
and Wales
---------------------------------------------------------------
Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755)
---------------------------------------------------------------
Resolution the special resolution to be proposed
by Arden at the General Meeting in
connection with, among other things,
the approval of the Scheme, the alteration
of the Arden Articles and such other
matters as may be necessary to implement
the Scheme
---------------------------------------------------------------
Restricted Jurisdiction any jurisdiction where local laws
or regulations may result in significant
risk of civil, regulatory or criminal
exposure if information concerning
the Acquisition is sent or made available
in that jurisdiction
---------------------------------------------------------------
Scheme the proposed scheme of arrangement
under Part 26 of the Companies Act
between Arden and the Scheme Shareholders
(the full terms of which are set out
in the Scheme Document), with or subject
to any modification, addition or condition
which Ince and Arden may agree, and
if required, the Court may approve
or impose
---------------------------------------------------------------
Scheme Document the document to be sent to (among
others) Arden Shareholders containing
and setting out, among other things,
the full terms and conditions of the
Scheme and containing the notices
convening the Court Meeting and General
Meeting
---------------------------------------------------------------
Scheme Record Time the time and date specified in the
Scheme Document expected to be 6.00
pm on the Business Day falling on
the date of the Court Hearing
---------------------------------------------------------------
Scheme Shareholders holders of Scheme Shares
---------------------------------------------------------------
Scheme Shares the Arden Shares:
(a) in issue as at the date of the
Scheme Document;
(b) (if any) issued after the date
of the Scheme Document and prior to
the Voting Record Time; and
(c) (if any) issued at or after the
Voting Record Time but at or prior
to the Scheme Record Time, in respect
of which the original or any subsequent
holders thereof will be bound by the
Scheme or in respect of which the
holders thereof shall have agreed
in writing to be so bound,
in each case, remaining in issue at
the Scheme Record Time but excluding
any Excluded Shares
---------------------------------------------------------------
Substantial Interest in relation to an undertaking, a direct
or indirect interest in 20 per cent.
or more of the total voting rights
conferred by the equity share capital
of such undertaking
---------------------------------------------------------------
Takeover Code the City Code on Takeovers and Mergers
---------------------------------------------------------------
Third Party has the meaning set out in Condition
(I)
---------------------------------------------------------------
Treasury Shares those Arden Shares held by Arden as
treasury shares (within the meaning
of the Companies Act), and comprising
4,304,724 Arden Shares at the Latest
Practicable Date
---------------------------------------------------------------
uncertificated or in uncertificated registered as being held in uncertificated
form form in CREST and title to which,
by virtue if the Regulations, may
be transferred by means of CREST
---------------------------------------------------------------
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland
---------------------------------------------------------------
United States or US the United States of America, its
territories and possessions, any state
of the United States and the District
of Columbia
---------------------------------------------------------------
US Exchange Act The US Securities Exchange Act of
1934, and the rules and regulations
promulgated thereunder
---------------------------------------------------------------
US Securities Act The US Securities Act of 1933, and
the rules and regulations promulgated
thereunder
---------------------------------------------------------------
Voting Record Time 6.30 pm on the day which is two Business
Days before the date of the Court
Meeting or, if the Court Meeting is
adjourned, 6.30 pm on the day which
is two Business Days before the date
set for the adjourned Court Meeting
---------------------------------------------------------------
Wider Arden Group Arden and the subsidiaries and subsidiary
undertakings of Arden and associated
undertakings (including any body corporate,
joint venture, partnership, firm or
company in which any member of the
Arden Group is interested or any undertaking
in which Arden and such undertakings
(aggregating their interests) have
a Substantial Interest)
---------------------------------------------------------------
Wider Ince Group Ince and the subsidiaries and subsidiary
undertakings of Ince and associated
undertakings (including any body corporate,
joint venture, partnership, firm or
company in which any member of the
Ince Group is interested or any undertaking
in which Ince and such undertakings
(aggregating their interests) have
a Substantial Interest)
---------------------------------------------------------------
GBP or Sterling or pounds the lawful currency of the United
sterling or pence or GBP Kingdom
---------------------------------------------------------------
In this Announcement:
(i) all references to time are to London time unless otherwise stated;
(ii) references to the singular include the plural and vice
versa, unless the context otherwise requires;
(iii) 'subsidiary', 'subsidiary undertaking' and 'parent
undertaking' have the meanings set out in the Companies Act;
and
(iv) all references to statutory provisions or laws or to any
order or regulation will be construed as a reference to that
provision, law, order or regulation as extended, modified, replaced
or re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
This information is provided by RNS, the news service of the
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END
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