INCE.L Regulatory News (INCE)

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

8 December 2021

Recommended All Share Offer

for

Arden Partners plc ("Arden")

by

The Ince Group plc ("Ince")

Extension of irrevocable undertakings

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") proposed to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

It was also announced on 26 October 2021 that irrevocable undertakings to vote in favour of the Acquisition and the Scheme ("Irrevocable Undertakings") had been received from Arden shareholders in respect of 44.5% of Arden's issued ordinary share capital.

On 19 November 2021, it was announced that the Panel on Takeovers and Mergers had granted an extension to the deadline for posting the Scheme document until 5.00 pm on 24 December 2021. The Irrevocable Undertakings lapse if the Scheme document is not posted to Arden shareholders on or before 7 December 2021. As the Scheme document has not yet been posted to Arden shareholders, Ince has sought to agree extensions with the Arden shareholders who had given the Irrevocable Undertakings so that the Irrevocable Undertakings will lapse if the Scheme Document is not posted to Arden Shareholders by 24 December 2021. To date such extensions have been agreed with Arden shareholders holding 35.1% of Arden's issued ordinary share capital as follows:

Enquiries:

Important Notice

Arden, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting as financial adviser exclusively for Ince and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Ince for providing the protections afforded to clients of Arden or for providing advice in relation to the Acquisition the content of this announcement or any matter referred to herein.

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, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein.

Further information

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 Publication of the announcement

A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code 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 125 Old Broad Street, London EC2N 1AR.

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.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Time

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