Scheme Effective - Completion of Acquisition
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
28 April 2022
the ince group PLC
Recommended All Share Offer
Arden Partners plc ("Arden")
The Ince Group plc ("Ince" or "GROUP")
Scheme becomes Effective - Completion of the Acquisition
On 26 October 2021, the boards of Ince and Arden announced 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 the announcement made by Ince yesterday that the Court had sanctioned the Scheme, Ince is pleased to announce that a copy of the Court Order was delivered to the Registrar of Companies today and accordingly, the Scheme has become effective in accordance with its terms and the acquisition of Arden by Ince has completed.
Adrian Biles, Chief Executive of Ince, commented:
"Our strategy is to build a world leading diversified business advisory group. The completion of this deal is a significant milestone on that journey.
"We have responded to client demand for streamlining advisory relationships, evolving our offering to bring some of the best in class professional services and investment banking teams together. The addition of Arden to the Group broadens our sector specialisms and deepens our expertise, meaning we are able to provide solutions to clients' growing complex legal, strategic and fundraising needs.
"I am delighted to welcome Donald to the Board and his team to the business. Together, we will deliver real and lasting value for high growth companies around the world."
As previously announced and set out in the Scheme Document, Donald Campbell Brown (52), the Chief Executive Officer of Arden, has now joined the Ince Board as an executive director.
Donald Brown is a senior investment banking executive with over 25 years' experience of working in the small cap and mid cap broking sector. He has held senior positions at Royal Bank of Canada, Collins Stewart and Evolution Securities. He has specialist knowledge of fundraisings at primary and secondary levels and many years' experience of advising CEOs and boards across a wide range of industries on corporate strategies within the public and private markets.
Other than the directorships listed below, there is no further information required to be disclosed pursuant to paragraph (g) of Schedule 2 of the AIM Rules for Companies in relation to Mr Brown.
Mr Brown is a current director of the following companies:
· Arden Partners Asset Management Ltd
· Arden Wealth Management Limited
· Arden Equities Limited
· Arden Partners Nominees Limited
· Arden Partners PLC
Donald Brown commented:
"Arden and Ince have a shared entrepreneurial and commercial culture. Together, we will enhance existing client relationships and new business development, including improved capacity for transaction origination. We are excited to be joining the Group and realising these opportunities".
New Ince Shares
Application has been made for the 18,467,827 New Ince Shares to be issued in relation to Scheme to be admitted to trading on AIM ("Admission") and Admission and commencement of dealings in New Ince Shares is expected to occur at 8.00 a.m. on 29 April 2022.
It is expected that New Ince Shares will be credited to the CREST accounts of Arden Shareholders on or after 8.00 a.m. on 29 April 2022 (and by no later than 12 May 2022). The latest date for despatch of share certificates for New Ince Shares for those Arden Shareholders who do not hold their Arden Shares in CREST is 12 May 2022.
Total Voting Rights
Upon Admission, the Company's issued share capital will consist of 87,008,739 Ordinary Shares with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 87,008,739. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
The Ince Group plc
Adrian Biles, Group Chief Executive
Simon Oakes, Chief Financial Officer
Allenby Capital Limited - Nominated Adviser
+44 (0) 20 3328 5656
Jeremy Porter / Piers Shimwell, Corporate Finance
Arden Partners plc - Financial Adviser and Broker
+44 (0) 20 7614 5900
Paul Shackleton, Corporate Finance
John Llewellyn Lloyd, Corporate Finance
Louisa Waddell, Corporate Finance
Simon Johnson, Equity Sales
Williams Nicolson - Financial PR
+44 (0) 7767 345 563
Steffan Williams / Fraser Schurer-Lewis
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.