Arden Partners plc Offer Update - Scheme of Arrangement - Effective (7053J)
28 4월 2022 - 6:15PM
UK Regulatory
TIDMARDN TIDMINCE
RNS Number : 7053J
Arden Partners plc
28 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
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:
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.
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.
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END
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April 28, 2022 05:15 ET (09:15 GMT)
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