ARDN.L Regulatory News (ARDN)

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

28 April 2022

arden partners plc

Recommended All Share Offer

for

Arden Partners plc ("Arden")

by

The Ince Group plc ("Ince")

Offer Update - Scheme of Arrangement becomes Effective

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 27 April 2022 that the Court had sanctioned the Scheme, the Arden board announces that the Court Order has been delivered to the Registrar of Companies today and accordingly, the Scheme has now become effective in accordance with its terms and the entire issued ordinary share capital of Arden is owned by Ince.

Dealings in Arden Shares have been suspended from trading on AIM with effect from 7.30 am today.

Admission of 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 to trading on AIM will occur at 8.00 am on 29 April 2022.

Enquiries:

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.

 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.

Time

All times shown in this announcement are London times, unless otherwise stated.