TIDMARDN TIDMINCE

RNS Number : 5860J

Arden Partners plc

27 April 2022

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

   27   April 2022 

arden partners plc

Recommended All Share Offer

for

Arden Partners plc ("Arden")

by

The Ince Group plc ("Ince")

Offer Update - Court Sanction of Scheme of Arrangement

On 19 January 2022, the boards of Ince and Arden announced the passing of resolutions, at a Court Meeting and General Meeting of Arden Shareholders held on that date, approving the recommended all share offer for Arden by Ince for the entire issued and to be issued share capital of Arden (the "Acquisition"), to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

A document containing full details of the terms and conditions of the Scheme and the Acquisition (the "Scheme Document") was published on 20 December 2021. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

Further to the announcement made by Arden on 19 April 2022 that all required regulatory approvals have been received or waived, Arden announces that following the satisfaction or waiver by Ince of the remaining Conditions set out in the Scheme Document, the Court has today sanctioned the Scheme and issued the Court Order in connection with the Acquisition.

The Scheme remains conditional on the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 28 April 2022.

The last day for dealing in, and for registration of transfers of, Arden Shares is today and the Scheme Record Time will be 6.00 pm today.

The trading of Arden Shares on AIM will be suspended with effect from 7.30 am tomorrow.

It is expected that admission of the Arden Shares to trading on AIM will be cancelled with effect from 7.00 am on 29 April 2022 and Admission of the New Ince Shares will occur at 8.00 am on 29 April 2022.

Arden issued share capital

Arden confirms that it is in the process of transferring 2,585,000 Arden Shares out of treasury to satisfy the exercise of options under the Arden Share Plan by certain participants in the Arden Share Plan. As a result of such transfer, it is expected that by the Scheme Record Time, there will be 33,378,935 Arden Shares in issue and, of these, 1,719,724 will be held as treasury shares and therefore the total number of shares with with full voting rights in Arden is 31,659,211.

The International Securities Identification Number (ISIN) for Arden Shares is is GB00B15CTY44.

Annual General Meeting ("AGM")

The AGM of the Company is scheduled for 10.00 a.m. on 28 April 2022. Following the Court sanction of the Scheme, and subject to the delivery of a copy of the Court Order to the Registrar of Companies prior to 10.00 a.m. on 28 April 2022, Ince will be the sole shareholder of Arden. As a consequence, the AGM will be immediately and indefinitely adjourned. Current Arden Shareholders are requested not to attend the AGM.

Enquiries:

 
 Arden 
  Donald Brown (Chief Executive Officer) 
  James Reed-Daunter (Executive Director) 
  Steven Douglas (Group Finance Director)    +44 (0)20 7614 5900 
 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 
 

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.

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 by 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.

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. 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.

This announcement is not intended to and does not 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 has 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 this announcement 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 this announcement and all 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.

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.

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 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 this announcement

A copy of this announcement 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

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

OUPPPUAPCUPPGAM

(END) Dow Jones Newswires

April 27, 2022 11:30 ET (15:30 GMT)

Arden Partners (LSE:ARDN)
Historical Stock Chart
From Jul 2022 to Aug 2022 Click Here for more Arden Partners Charts.
Arden Partners (LSE:ARDN)
Historical Stock Chart
From Aug 2021 to Aug 2022 Click Here for more Arden Partners Charts.