The Ince Group plc reached an agreement to acquire Arden Partners plc from a group of shareholders for £9 million.
Transaction is subject to approval from FCA to the change of control of Arden in accordance with section 185 FSMA, clearances from third parties, the approval of the London Stock Exchange to Arden's re-application to be a nominated adviser on AIM following the change of control of Arden, sanction of the Scheme by the Court and the approval of Arden Shareholders. The resolution must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75% in value of the Scheme Shares voted by such Scheme Shareholders. Ince shareholder approval is not required in relation to the Acquisition. The Arden Directors, who have been so advised by Cattaneo, consider the terms of the Acquisition to be fair and reasonable and accordingly, the Arden Directors intend to recommend unanimously that Arden Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting to be held on January 19, 2022. In addition to the Arden Directors, Ince has received irrevocable undertakings to vote in favour of the Scheme in respect of 8,536,063 Arden Shares and representing approximately 29.4% of Arden share capital. Together with the irrevocable undertakings from the Arden Directors, this gives a total of 12,937,759 Arden Shares in aggregate representing approximately 44.5%. of Arden's existing issued ordinary share capital. If required, Ince will exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Arden Shares in respect of which the Offer has not been accepted. The Court Meeting and the General Meeting will be held in the first quarter of 2022. As of November 19, 2021, the deadline for posting the scheme document from the Panel on Takeovers and Mergers has been extended to December 24, 2021. As of January 19, 2022, shareholders of Arden Partners plc has approved the transaction. On January 20, 2022, Ince Group received approval from the FCA of the change of control which remains effective subject to completion of the acquisition within 3 months from January 20, 2022. On April 6, 2022, London Stock Exchange notified Arden that its NOMAD application in relation to the Change of Control had not been approved. Accordingly, Arden will not remain eligible to act as a Nominated Adviser in accordance with the AIM Rules for Nominated Advisers in the event of the Change of Control. On April 7, 2022, the Board of Ince has notified Arden that Ince has decided to waive the NOMAD condition to the Scheme. As of April 27, 2022, the court has today sanctioned the scheme and issued the court order in connection with the acquisition. As of April 14, 2022 expected closing date of acquisition is April 28, 2022.
The Scheme is expected to become Effective in the first quarter of 2022. Long stop date of the transaction is June 30, 2022. The Acquisition will deliver earnings accretion to Ince Shareholders. Paul Shackleton, John Llewellyn Lloyd, Antonio Bossi, Louisa Waddell, Alexandra Campbell-Harris and Oscair McGrath of Arden Partners plc and Jeremy Porter and Piers Shimwell of Allenby Capital Limited acted as financial advisors, Chris Searle of BDO LLP acted as accountant and Ince Gordon Dadds LLP acted as legal advisor to Ince. Charles Cattaneo and Martyn Pilley of Cattaneo Corporate Finance Solutions Limited acted as financial and fairness opinion advisors to the Board of Arden. Tim Richardson of GCA Altium Limited acted as financial advisor and Pinsent Masons acted as legal advisor to Arden. Tim Richardson of Houlihan Lokey UK Limited acted as financial advisor for Arden in the transaction. Cairn Financial Advisers LLP acted as financial advisor to The Ince Group.