TIDMARDN TIDMINCE
RNS Number : 2395W
Arden Partners plc
20 December 2021
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.
FOR IMMEDIATE RELEASE
20 December 2021
Recommended All Share Offer
for
Arden Partners plc ("Arden")
by
The Ince Group plc ("Ince")
Publication and Posting of scheme Document
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"). Defined terms in this
announcement shall, unless otherwise defined, have the meaning
given to them in the Scheme Document.
Publication and Posting of Scheme Document
Arden is pleased to announce that the document containing the
full terms and conditions of the Acquisition and the Scheme (the
"Scheme Document") has been published today. The Scheme Document
contains, among other things, a letter from the Chairman of Arden,
an explanatory statement pursuant to section 897 of the Companies
Act 2006, the notices of the Court Meeting and the General Meeting,
an expected timetable of principal events and details of the action
to be taken by Arden Shareholders.
The Scheme Document is available on Arden's website (subject to
any restrictions relating to persons resident in Restricted
Jurisdictions) at https://www.arden-partners.com/offer/ and on
Ince's website at
https://www.theincegroup.com/investors/offer-documents/.
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the General Meeting are today being posted to
Arden Shareholders, holders of Options and persons with information
rights.
Recommendation of the Acquisition
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 Code.
The Arden Directors unanimously recommend that Arden
Shareholders vote in favour of the Scheme at the Court Meeting and
the Arden Resolutions to be proposed at the General Meeting as they
have irrevocably undertaken to do in respect of their own
beneficial holdings of Arden Shares and in respect of Arden Shares
held by persons connected with them.
Arden Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
Irrevocable undertakings
Ince has received irrevocable undertakings from the Arden
Directors and certain other Arden Shareholders to vote in favour of
the necessary resolutions that will be put before Arden
Shareholders to implement the Acquisition and the Scheme in respect
of 11,572,200 Arden Shares representing 39.8 % of Arden's Voting
Share Capital.
Notices of the Court Meeting and General Meeting and action
required
Notices convening the Court Meeting and the General Meeting of
Arden, each of which will be held at the offices of Arden at 125
Old Broad Street, London, EC2N 1AR on 19 January 2022, are set out
in the Scheme Document. The Court Meeting will start at 1.00 p.m.
on that date and the General Meeting at 1.15 p.m. or as soon
thereafter as the Court Meeting is concluded or adjourned.
As described in the Scheme Document, to become Effective, the
Scheme requires, among other things, the approval of a majority in
number of the Scheme Shareholders present and voting (and entitled
to vote), either in person or by proxy at the Court Meeting,
representing not less than 75% in value of the Scheme Shares held
by such Scheme Shareholders present and voting at the Court Meeting
(or any adjournment of the Court Meeting) and the passing of the
special resolution necessary to implement the Scheme at the General
Meeting (or any adjournment of the General Meeting). Following the
Court Meeting and the General Meeting and the satisfaction (or,
where applicable, waiver) of the other Conditions, the Scheme must
also be sanctioned by the Court. Upon the Scheme becoming
Effective, it will be binding on all Scheme Shareholders,
irrespective of whether or not they attended or voted at the Court
Meeting or the General Meeting (and, if they attended and voted,
whether or not they voted in favour).
Whilst COVID-19 restrictions have been lifted as at the date of
this announcement, the COVID-19 situation is constantly evolving
and HM Government may change current restrictions or implement
further measures relating to the holding of shareholder meetings.
As such, while Scheme Shareholders and Arden Shareholders will be
permitted to attend the Meetings in person if they are entitled to
and wish to do so (subject to any applicable COVID-19 restrictions
then in force), Scheme Shareholders and Arden Shareholders are
nevertheless encouraged to appoint the Chairman of the Court
Meeting and the General Meeting, respectively, as their proxy. A
sufficient number of Scheme Shareholders and Arden Shareholders
will be attending the Court Meeting and the General Meeting in
person in order to establish quorums. If another person is
appointed as proxy and COVID-19 restrictions are re-introduced,
that proxy may be unable to attend the Court Meeting and the
General Meeting in person. Any changes to the arrangements for the
Court Meeting and the General Meeting will be communicated to
Scheme Shareholders and Arden Shareholders before the Meetings,
including through Arden's website www.arden-partners.com/offer/and
by announcement through a Regulatory Information Service. Scheme
Shareholders and Arden Shareholders should continue to monitor
Arden's website and exchange news services for any updates.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of Scheme Shareholder opinion.
Scheme Shareholders are therefore strongly urged to complete, sign
and return their Forms of Proxy or to appoint a proxy through the
CREST electronic proxy appointment service (as appropriate) as soon
as possible. In light of the constantly evolving COVID-19
situation, Scheme Shareholders are encouraged to appoint the
Chairman of the Court Meeting as their proxy. If another person is
appointed as proxy and COVID-19 restrictions are re-introduced,
that proxy may be unable to attend the Court Meeting and the
General Meeting in person.
Any changes to the arrangements for the Court Meeting and the
General Meeting will be communicated to Scheme Shareholders and
Arden Shareholders before the Meetings, including through Arden's
website www.arden-partners.com/offer/ and by announcement through a
Regulatory Information Service. Scheme Shareholders and Arden
Shareholders should continue to monitor Arden's website and
exchange news services for any updates.
Expected timetable of Principal Events
The current expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Document and
below.
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things, the date
on which the Conditions to the Scheme are satisfied or, if capable
of waiver, waived, and the date on which the Court sanctions the
Scheme. Arden will, once known, give adequate notice of all of
these dates and times by issuing an announcement via a Regulatory
Information Service, and such announcement will be made available
on Arden's website at www.arden-partners.com/offer/. Further
updates and changes to these times will be notified in the same
way.
Event Time and/or date
Latest time for lodging Forms of Proxy
and registering proxy appointments through
CREST for the:
Court Meeting (blue Form of Proxy) 1.00 p.m. on 17 January 2022(1)
General Meeting (yellow Form of Proxy) 1.15 p.m. on 17 January 2022(2)
Voting Record Time for the Court Meeting close of business on 17 January
and the General Meeting 2022(3)
Court Meeting 1.00 p.m. on 19 January 2022
General Meeting 1.15 p.m. on 19 January 2022
(4)
The following dates are indicative only and are subject to change
(5)
Last day of dealings in, or for registration a date expected to be in
of transfers of, Arden Shares the first quarter of 2022,
subject to regulatory clearances
(and in any event prior to
the Long Stop Date) ("D")
Court Hearing to sanction the Scheme D
Suspension of trading, and dealings, 5.00 p.m. on D
in Arden Shares
Scheme Record Time 6.00 p.m. on D
Expected Effective Date of the Scheme D+1 ("S")
New Ince Shares issued to Arden Shareholders By 8.00 a.m. on the first
business day following S
Admission and commencement of dealings 8.00 a.m. on the first business
in New Ince Shares day following S
Cancellation of admission to trading 8.00 a.m. on the first business
of Arden Shares on AIM day following S
CREST accounts of Arden Shareholders On or after 8.00 a.m. on
credited with New Ince Shares the first business day following
S but no later than 14 days
after the Effective Date
Latest date for despatch of share certificates 14 days after the Effective
for New Ince Shares for those Arden Shareholders Date
who do not hold their Arden Shares in
CREST
Long Stop Date 30 June 2022 (6)
Notes :
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed
for the Court Meeting or if the Court Meeting is adjourned, the
time fixed for any adjourned Court Meeting, excluding any part of a
day that is not a business day. Blue Forms of Proxy not so lodged
may be handed to the Chairman of the Court Meeting or Link Group on
behalf of the Chairman of the Court Meeting before the start of the
Court Meeting.
(2) Yellow Forms of Proxy for the General Meeting must be lodged
not later than 48 hours before the time appointed for the General
Meeting, or if the General Meeting is adjourned, the time fixed for
any adjourned General Meeting excluding any part of a day that is
not a business day. Yellow Forms of Proxy for the General Meeting
not lodged by this time will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days before the
date of the adjourned meeting, excluding any part of a day that is
not a business day.
(4) The General Meeting will be held as soon as the Court
Meeting shall have concluded or been adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies.
(6) This is the latest date by which the Scheme may become
Effective unless Ince and Arden agree (and the Panel and, if
required, the Court permit) a later date.
All references in this announcement to times are to London,
United Kingdom time unless otherwise stated.
Enquiries:
Arden
Donald Brown (Chief Executive Officer)
James Reed-Daunter (Executive Director)
Steven Douglas (Group Finance Director) +44 (0)20 7614 5900
investorrelations@incegd.com
Ince
Adrian Biles (Chief Executive Officer)
Simon Oakes (Chief Financial Officer)
Cattaneo - Financial Adviser and Rule
3 Adviser to Arden
Charles Cattaneo
Martyn Pilley +44 (0)121 274 2300
Houlihan Lokey UK Limited - Nominated
Adviser to Arden
Tim Richardson +44 (0)20 7484 4040
Arden Partners - Financial Adviser
and Broker to Ince
Paul Shackleton
John Llewellyn Lloyd
Louisa Waddell
Alexandra Campbell-Harris +44 (0)20 7614 5900
Important Notice
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, or for providing
advice in relation to the Acquisition, the content of this
announcement or any matter referred to herein.
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
any person 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.
Further information
This announcement is not intended to constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This announcement is not a
prospectus.
The Acquisition shall be implemented solely means of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document) which, together with the Forms
of Proxy, shall contain the full terms and Conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or other response to
the Acquisition should be made only on the basis of the information
in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the offer document).
Overseas jurisdictions
The release, publication or distribution of the Scheme Document
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. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
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.
Neither the Sheme Document nor any of the accompanying documents
do or are intended to constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval pursuant to the Scheme or otherwise, in any
jurisdiction in which such offer, invitation or solicitation is
unlawful. The Scheme Document and the accompanying Forms of Proxy
have been prepared for the purposes of complying with English law,
the rules of the London Stock Exchange, the AIM Rules and the 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 of England and
Wales.
Unless otherwise determined by Ince or required by the Code, and
permitted by applicable law and regulation, the Acquisition 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 form 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 the Scheme Document and all documents
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed, transmitted 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 agents, 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 vote in respect of the
Acquisition.
The availability of the New Ince 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 (which may affect the ability of such
Arden Shareholders to vote their Arden Shares with respect to the
Scheme and the Acquisition at the Meetings, or to execute and
deliver Forms of Proxy appointing another to vote at the Meetings
on their behalf).
The New Ince Shares may not be offered, sold or delivered,
directly or indirectly in, into or from any Restricted Jurisdiction
or to, or for the account or benefit of, any Restricted Persons
except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those
jurisdictions, or otherwise permitted under applicable securities
laws of those jurisdictions.
Cautionary note regarding forward-looking statements
This announcement contains statements about Ince and Arden which
are, or may be deemed to be, "forward-looking statements" and which
are prospective in nature. All statements other than statements of
historical fact included in this announcement may be
forward-looking statements. They are based on current expectations
and projections 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. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "predicts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Ince's or
Arden's operations, the Enlarged Group and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Ince's, Arden's
or the Enlarged Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the Wider Ince
Group, the Wider Arden Group and/or the Enlarged Group to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. These factors include 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 disposals. For a discussion of important
factors which could cause actual results to differ from
forward-looking statements in relation to the Arden Group, please
refer to the annual report and accounts of the Arden Group for the
financial year ended 31 October 2020. For a discussion of important
factors which could cause actual results to differ from
forward-looking statements in relation to the Ince Group, please
refer to the annual report and accounts of the Ince Group for the
financial year ended 31 March 2021. Each of the Wider Ince Group
and the Wider Arden Group, and each of their respective members,
directors, officers, employees, consultants, advisers and persons
acting on their behalf, expressly disclaims any intention or
obligation to update or revise any forward-looking or other
statements contained in this announcement, whether as a result of
new information, future events or otherwise, except as required by
applicable law.
No member of the Wider Ince Group, nor the Wider Arden Group,
nor any of their respective associates, directors, officers,
employees or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur.
Except as expressly provided in this announcement, no
forward-looking or other statements have been reviewed by the
auditors of the Wider Ince Group or the Wider Arden Group. All
subsequent oral or written forward-looking statements attributable
to any member of the Wider Ince Group or Wider Arden Group, or any
of their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
Additional information for US holders
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 US tender offer and proxy solicitation rules. If,
in the future, Ince exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend
such Takeover 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 the Scheme Document has been
or will be 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.
Each Arden Shareholder (including US holders of Arden Shares) is
urged to consult their independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to
them.
The New Ince Shares to be issued pursuant to the Scheme have not
been, and will not be, registered under the US Securities Act or
under the securities laws of any state, district or other
jurisdiction of the United States, may not be offered or sold in
the US absent registration or an applicable exemption from the
registration requirements of the US Securities Act, and are
expected to be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof. The New Ince Shares will not be
registered under the securities laws of any state of the United
States and will be issued in the United States pursuant to the
Scheme in reliance on available exemptions from such state law
registration requirements.
For the purposes of qualifying for the exemption from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10) thereof, Arden will advise the Court through
counsel that its sanctioning of the Scheme will be relied upon by
Ince as an approval of the Scheme following a hearing on fairness
of its terms to Arden Shareholders. All Arden Shareholders are
entitled to attend such Court Hearing in person or through counsel
to support or oppose the sanctioning of the Scheme, and such
notification of such Court Hearing will be given to all such Arden
Shareholders.
Former Arden Shareholders who will be affiliates (within the
meaning of Rule 144 under the US Securities Act) of Ince after the
Effective Date will receive "restricted securities" as defined in
Rule 144 under the US Securities Act. Under applicable US federal
securities laws, persons who are or will be affiliates of Ince may
not resell the New Ince Shares received as a result of the Scheme
without registration under the US Securities Act, except pursuant
to the applicable resale provisions of Rule 144 under the US
Securities Act or another applicable exemption from registration or
in a transaction not subject to registration (including a
transaction that satisfies the applicable requirements of
Regulation S under the US Securities Act). "Affiliates" of a
company are generally defined as persons who directly, or
indirectly through one or more intermediaries, control, or are
controlled by, or are under common control with, that company.
Whether a person is an affiliate of a company for purposes of the
US Securities Act depends on the circumstances, but affiliates can
include certain officers, directors and significant shareholders.
Persons who believe they may be affiliates of Ince should consult
their own legal advisers before any sale of securities received in
the Scheme.
In accordance with the Code and normal UK practice and pursuant
to Rule 14e-5(b) of the US Exchange Act (were the Acquisition to be
implemented by way of a Takeover Offer), Ince or its nominees or
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares and other
securities outside the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website.
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
announcement. Any representation to the contrary is a criminal
offence in the United States.
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 5 George Road, Edgbaston, Birmingham, B15 1NP.
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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
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 requested under Section 4 of Appendix 4 of the Code.
General
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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
SOAPPGRGPUPGGCU
(END) Dow Jones Newswires
December 20, 2021 09:29 ET (14:29 GMT)
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