INCE.L Regulatory News (INCE)

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This announcement contains inside information. Upon the publication of this announcement the inside information is now in the public domain.

FOR IMMEDIATE RELEASE

11 April 2022

The Ince Group plc 

Recommended All Share Offer

for

Arden Partners plc ("Arden")

by

The Ince Group plc ("Ince") 

Offer update - Waiver of NOMAD condition

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 the London Stock Exchange notifying Arden that its application for continued Nominated Adviser status following the Change of Control (the "NOMAD condition") had not been approved, as announced on 7 April 2022, the Board of Ince has notifed Arden that Ince has decided to waive the NOMAD condition to the Scheme and that it intends to complete the Acquisition.

Completion of the Acquisition will therefore mean that following the Change of Control, Arden will no longer be able to provide Nominated Adviser services. Although this is a significant change, the Board of Ince believes that Arden's reputation is primarily built around its ability to raise money for its clients and provide other broking and advisory services, and therefore the loss of its Nominated Adviser licence should not materially impact Arden's brand and ability to engage new clients nor its ability to provide fund raising and corporate broking services. The strategic rationale for the Acquisition as set out in the Scheme Document and announcement of 26 October 2021, which focuses on expanding the Enlarged Group's client base and deal flow, fundamentally remains the same.

Arden has confirmed that it will seek the Court's sanction of the Scheme and Acquisition. A further announcement, setting out the timetable for the completion of the Acquisition, including the Court Hearing to sanction the Scheme and the cancellation of the admission to trading on AIM of Arden's ordinary shares, will be notified as soon as practicable.

Arden also intends to seek an extension to the approval from the FCA of the Change of Control in accordance with section 185 of the FSMA, as announced on 21 January 2022, which is required for completion of the Acquisition.

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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.