Publication And Posting Of Scheme Document
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
20 December 2021
Recommended All Share Offer
Arden Partners plc ("Arden")
The Ince Group plc ("Ince")
Publication and Posting of scheme Document
Further to the announcement made on 26 October 2021 regarding the recommended all share offer by Ince for the entire issued and to be issued share capital of Arden ("Acquisition"), proposed to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Arden has today published the requisite Scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document").
The Scheme Document is available on the Ince website at www.theincegroup.com/investors/offer-documents/.
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.
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 and the General Meeting
close of business on 17 January 2022(3)
1.00 p.m. on 19 January 2022
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 of transfers of, Arden Shares
a date expected to be in 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
Suspension of trading, and dealings, in Arden Shares
5.00 p.m. on D
Scheme Record Time
6.00 p.m. on D
Expected Effective Date of the Scheme
New Ince Shares issued to Arden Shareholders
By 8.00 a.m. on the first business day following S
Admission and commencement of dealings in New Ince Shares
8.00 a.m. on the first business day following S
Cancellation of admission to trading of Arden Shares on AIM
8.00 a.m. on the first business day following S
CREST accounts of Arden Shareholders credited with New Ince Shares
On or after 8.00 a.m. on the first business day following S but no later than 14 days after the Effective Date
Latest date for despatch of share certificates for New Ince Shares for those Arden Shareholders who do not hold their Arden Shares in CREST
14 days after the Effective Date
Long Stop Date
30 June 2022(6)
(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.
Defined terms in this announcement shall, unless otherwise defined, have the meaning given to them in the Scheme Document.
Adrian Biles (Chief Executive Officer)
Simon Oakes (Chief Financial Officer)
Arden Partners - Financial Adviser and Broker to Ince
John Llewellyn Lloyd
+44 (0)20 7614 5900
Allenby Capital Limited - Nominated Adviser to Ince
+44 (0) 20 3328 5656
Williams Nicolson - Financial PR to Ince
+44 (0) 7767 345 563