14 Apr 2022 07:00
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 CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THE INSIDE INFORMATION IS NOW IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
14 April 2022
the ince group PLC
Recommended All Share Offer
for
Arden Partners plc ("Arden")
by
The Ince Group plc ("Ince")
Offer Update - Timetable for completion of the Scheme
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"), 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 Ince's announcement on 11 April 2022, Arden has confirmed that it has asked the FCA to extend its approval of the Change of Control in accordance with section 185 of the FSMA ("FCA Extension"). Subject thereto all required regulatory approvals have been received or waived and completion of the Scheme and the Acquisition remains subject to the sanction of the Scheme under section 899 of the Companies Act and the delivery of a copy of the Court Order to the Registrar of Companies.
Arden has confirmed that a court hearing to sanction the Scheme has been scheduled to be held on 27 April 2022. Subject to receipt of the FCA Extension and assuming the Scheme is sanctioned at such hearing, it is expected that a copy of the order of the Court to sanction the Scheme will be delivered to the Registrar of Companies and the Scheme will become effective on 28 April 2022 (the "Effective Date").
It is expected that the last day for dealing in Arden Shares will be 27 April 2022 and cancellation of admission to trading of Arden Shares on AIM will be 8.00 am on 29 April 2022.
It is expected that Admission of the New Ince Shares will occur at 8.00 am on 29 April 2022.
The following indicative timetable sets out the expected dates for the completion of the Scheme and the Acquisition.
Event | Time and/or date |
The following dates are indicative only and are subject to change(1) | |
Last day of dealings in, or for registration of transfers of, Arden Shares | 27 April 2022 |
Court Hearing to sanction the Scheme | 27 April 2022 |
Scheme Record Time | 6.00 p.m. on 27 April 2022 |
Suspension of trading, and dealings, in Arden Shares | 7.30 a.m. on 28 April 2022 |
Effective Date of the Scheme | 28 April 2022(2) |
Cancellation of admission to trading of Arden Shares on AIM | 7.00 a.m. on 29 April 2022 |
New Ince Shares issued to Arden Shareholders | By 8.00 a.m. on 29 April 2022 |
Admission and commencement of dealings in New Ince Shares | 8.00 a.m. on 29 April 2022 |
Loss of Arden NOMAD status | 29 April 2022 |
CREST accounts of Arden Shareholders credited with New Ince Shares | On or after 8.00 a.m. on 29 April 2022 and by no later than 12 May 2022 |
Latest date for despatch of share certificates for New Ince Shares for those Arden Shareholders who do not hold their Arden Shares in CREST | 12 May 2022 |
Long Stop Date | 30 June 2022(3) |
Notes:
(1) These dates are indicative only and are based on current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Informance Service.
(2) The Court Order approving the Scheme is expected to be delivered to Companies House on 28 April 2022 (following the Scheme Record Time at 6.00 p.m. on 27 April 2022 and the suspension of dealings in Arden Shares at 7.30 a.m. on 28 April 2022), which date will then become the Effective Date. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this time.
(3) 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 the times in London, United Kingdom time unless otherwise stated.
Enquiries:
The Ince Group plc |
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Adrian Biles, Group Chief Executive | investorrelations@incegd.com |
Simon Oakes, Chief Financial Officer |
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Allenby Capital Limited - Nominated Adviser | +44 (0) 20 3328 5656 |
Jeremy Porter / Piers Shimwell, Corporate Finance |
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Arden Partners plc - Financial Adviser and Broker | +44 (0) 20 7614 5900 |
Paul Shackleton, Corporate Finance |
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John Llewellyn Lloyd, Corporate Finance |
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Louisa Waddell, Corporate Finance |
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Simon Johnson, Equity Sales |
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Williams Nicolson - Financial PR | +44 (0) 7767 345 563 |
Steffan Williams / Fraser Schurer-Lewis | ince@williamsnicolson.com |
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About The Ince Group plc
The Ince Group is a dynamic international legal and professional services business with offices in nine countries across Europe, Asia and the Middle East. With over 700 people, The Ince Group delivers legal advice, strategic guidance and business solutions to clients ranging from the world's oldest and biggest businesses operating across numerous industries to ultra-high net worth individuals. Through its entrepreneurial culture and "one firm" approach, the business offers its clients over 150 years of experience, insight and relationships. The Group is driven by a unique team of passionate people whose broad expertise and deep sector specialisms provide their clients with solutions to all their complex legal and strategic needs.