TIDMINCE TIDMARDN
RNS Number : 9021U
Ince Group PLC (The)
08 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
(INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
8 December 2021
Recommended All Share Offer
for
Arden Partners plc ("Arden")
by
The Ince Group plc ("Ince")
Extension of irrevocable undertakings
On 26 October 2021, the boards of Ince and Arden announced that
they had reached agreement on the terms of a recommended all share
offer by Ince for the entire issued and to be issued share capital
of Arden (the "Acquisition") proposed to be effected by means of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
It was also announced on 26 October 2021 that irrevocable
undertakings to vote in favour of the Acquisition and the Scheme
("Irrevocable Undertakings") had been received from Arden
shareholders in respect of 44.5% of Arden's issued ordinary share
capital.
On 19 November 2021, it was announced that the Panel on
Takeovers and Mergers had granted an extension to the deadline for
posting the Scheme document until 5.00 pm on 24 December 2021. The
Irrevocable Undertakings lapse if the Scheme document is not posted
to Arden shareholders on or before 7 December 2021. As the Scheme
document has not yet been posted to Arden shareholders, Ince has
sought to agree extensions with the Arden shareholders who had
given the Irrevocable Undertakings so that the Irrevocable
Undertakings will lapse if the Scheme Document is not posted to
Arden Shareholders by 24 December 2021. To date such extensions
have been agreed with Arden shareholders holding 35.1% of Arden's
issued ordinary share capital as follows:
Number of Arden Shares Percentage of Voting
Share Capital
Arden Director
Mark Ansell 155,160 0.5
Donald Brown 736,008 2.6
Steve Douglas 467,352 1.6
James Reed-Daunter 2,943,176 10.1
Alistair Currie 100,000 0.3
Arden Shareholder
The Arden Employees Benefit
Trust 3,635,000 12.5
Robert Griffiths 1,100,000 3.8
Tony Bartlett 1,066,798 3.7
Total 10,203,494 35.1
Enquiries:
Ince investorrelations@incegd.com
Adrian Biles (Chief Executive Officer)
Simon Oakes (Chief Financial Officer)
Arden
Donald Brown (Chief Executive Officer)
James Reed-Daunter (Executive Director)
Steven Douglas (Group Finance Director) +44 (0)20 7614 5900
Arden Partners - Financial Adviser
and Broker to Ince
John Llewellyn Lloyd
Louisa Waddell +44 (0)20 7614 5900
Cattaneo - 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
Allenby Capital Limited - Nominated
Adviser to Ince
Jeremy Porter
Piers Shimwell +44 (0) 20 3328 5656
Williams Nicolson - Financial PR to
Ince +44 (0) 7767 345 563
Steffan Williams ince@williamsnicolson.com
Fraser Schurer-Lewis
Important Notice
Arden, which is authorised and regulated by the Financial
Conduct Authority 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
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 Code, any person who is, or becomes,
interested in 1% 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, 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 Takeover 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 of the announcement
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 Arden's website at
https://www.arden-partners.com/offer/ and Ince's website at
https://www.theincegroup.com/investors/offer-documents/ on 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.
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.
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.
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.
Time
All times shown in this announcement are London times, unless
otherwise stated.
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END
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