Recommended All Share Offer for Arden Partners plc

RNS Number : 3253Q

Ince Group PLC (The)

26 October 2021

 

FOR IMMEDIATE RELEASE

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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

26 October 2021

Recommended All Share Offer

for

Arden Partners plc

by

The Ince Group plc

Summary

The directors of The Ince Group plc ("Ince") and Arden Partners plc ("Arden") are pleased to announce that they have reached agreement on the terms of a recommended all share offer by Ince for Arden to be effected by means of a court-sanctioned scheme of arrangement between Arden and Arden Shareholders under Part 26 of the Companies Act 2006.

Under the terms of the Acquisition holders of Arden Shares will be entitled to receive:

7 Ince Shares in exchange for every 12 Arden Shares

Based on a closing price of 53 pence per Ince Share on 25 October 2021 (being the Latest Practicable Date), the acquisition of Arden by Ince ("Acquisition") will value each Arden Share at approximately 31 pence, a premium of 40.5 per cent. to Arden's closing share price of 22 pence on the Latest Practicable Date and the entire issued and to be issued share capital of Arden at approximately £10 million.

Upon completion of the Acquisition, Arden shareholders will own approximately 21.6 per cent. of the enlarged issued share capital of Ince (based on the existing ordinary issued share capital of Ince and the fully diluted share capital of Arden, in each case as at the date of this Announcement).

Commenting on the Acquisition, Adrian Biles, Chief Executive of Ince, said:

"My team and I have been working with Donnie Brown and the Arden team since 2017 and we have developed a strong relationship of mutual respect.  I am delighted that Donnie and his team will be joining the Ince Group.  This deal is driven by client need. Clients in the UK and overseas are telling us that they want to streamline their advisory relationships whilst being able to access the London capital markets. This deal brings best in class professional services and investment banking together."

Commenting on the Acquisition, Donald Brown, Chief Executive of Arden, said:

"T his deal is an important strategic development as it secures Arden's position as an attractive adviser and broker able to offer a wider range of services and access to a larger client base as a result of being part of a more diversified entity.  At the same time, this deal provides an ideal home for our loyal and talented employee base, many of whom are familiar with Ince as a result of our long-standing business relationship.

Both businesses share a strong commercial culture and a focus on high growth companies.  We believe that the combination will address the needs of ambitious, growing companies as they look to take advantage of London's capital market and professional services excellence.  The share structure of this transaction allows the shareholders of Arden Partners and its stakeholders generally to be part of a larger, more diversified organisation that has substantial growth and synergistic opportunity."

Background to and reasons for the Acquisition

Ince is a dynamic international legal and professional services business with offices in nine countries across Europe, Asia and the Middle East.

Arden is established in the small and mid-cap investment banking offering corporate advisory, broking and equity research from its base in London.

The Ince Board believes that the Acquisition will strengthen the development of Ince's diversified professional services group and accelerate the strategy of developing corporate finance services to existing and future clients. Arden is a respected London Stock Exchange approved adviser and will add expertise in public company corporate finance and advisory services, further accelerating the Ince Group's recent progress made following the formal launch of the Ince Corporate Finance division which already services the private market. It will also enhance Ince's re-focused private client offering which will be complemented by Arden's private client and wealth management expertise. The acquisition of Arden will bring a new skill set to Ince in public equity fundraising alongside deep institutional relationships that will complement Ince's existing legal services business.

The rationale for the Acquisition is both strategic and financial:

Strategic Rationale

· The Acquisition is consistent with Ince's strategy to match evolving client needs by building a world class business advisory group.

· The Ince Group as enlarged by the Acquisition ("Enlarged Group") will have an expanded client base and will be able to offer a broader range of services across all client relationships.

· The Acquisition has the potential to increase the deal flow to the Ince legal services business significantly, especially in capital markets work.

· The business of the Enlarged Group will have broadened expertise from which to enhance its business development and transaction marketing in the UK and internationally, in particular enabling improved capacity for transaction origination.

· The Enlarged Group will benefit from an expansion in sector expertise, with additional knowledge and insights gained from Arden's key sector areas such as oil & gas and renewables, healthcare, business and professional services, technology and industrials sitting alongside Ince's existing sector expertise in shipping, transportation, energy and insurance. This enlarged sector focus will improve deal origination and business development through enhanced client engagement.

· A key focus of the Enlarged Group will be to bring corporate, legal and investment banking services to growth clients, with an emphasis on advising and raising money for entrepreneurial businesses in the UK and overseas.

· The Enlarged Group will have an improved proposition from which to develop its talent pool across all of its advisory businesses.

· The strengthened position of the Enlarged Group will present further opportunities for lateral hires and add-on acquisitions from the fragmented legal services and small and mid-cap investment banking sectors.

Financial Rationale

· Anticipated cost saving synergies of approximately £1 million per annum within three years have been identified, split between savings across three key expenditure areas:

· Real estate: Avoidance of duplication of property costs, with the Enlarged Group operating from a single London head office location, alongside Ince's other national and international offices, representing approximately 20 per cent. of the run rate savings.

· Operations: Harmonisation of operating models where savings are envisaged from the alignment of third party service providers and IT systems, representing approximately 25 per cent. of the run-rate savings.

· Administration: Other areas of overlap including the elimination of duplication in public listed company annual costs and service costs, representing approximately 55 per cent. of the run-rate savings.

· The Enlarged Group will deliver enhanced margins and boost cash generation. The combination will also strengthen the Enlarged Group's balance sheet. Arden's net cash balances of £3.1 million (as at 30 April 2021) will reduce Ince's net debt position.

· In addition, the Ince Board will, over time, target further opportunity for margin improvement and revenue synergies from exploitation of cross selling opportunities and utilising Ince's management information and business development platforms across Arden's business.

· The Acquisition will deliver earnings accretion to Ince Shareholders.

· The Enlarged Group will be well positioned to invest in organic growth development opportunities and strategic acquisitions.

· As reported in Ince's annual report and accounts for the financial year ended 31 March 2021, the Ince Board has adopted a medium-term policy of distributing 20% of post-tax earnings to shareholders each year subject to the Ince Group's overall forecast cash requirements and intends to declare a dividend with the interim results to be announced later this year.  The increased diversification of the Enlarged Group, enhanced financial profile and earnings accretion are expected to support the generation of attractive and sustainable returns for shareholders in the Enlarged Group, including through dividends.

Other Key Information

· The existing employment rights of Arden employees will be safeguarded. Donald Brown, the current Chief Executive Officer, of Arden will join the Ince Board as an executive director.

· Subject to the requirements of the Panel in accordance with the Takeover Code, the Acquisition is conditional, inter alia on:

o  The approval of the FCA to the change of control of Arden in accordance with section 185 FSMA

o  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

o  The approval of the Scheme by the Scheme Shareholders, the sanction of the Scheme by the Court and the approval of Arden Shareholders.

· The Conditions and other terms of the Acquisition are set out in Appendix 1 to this Announcement.

· Ince shareholder approval is not required in relation to the Acquisition.  

· It is intended that an application will be made to the London Stock Exchange for the cancellation of trading of the Arden Shares on AIM, with effect from or shortly following completion of the Acquisition .

· Ince will maintain its AIM-listing and application will be made for the Ince Shares issued pursuant to the Acquisition to be admitted to trading on AIM.

Recommendation

The Arden Directors, who have been so advised by Cattaneo Corporate Finance Solutions Limited ("Cattaneo") as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Arden Directors, Cattaneo has taken into account the commercial assessments of the Arden Directors. Cattaneo is providing independent financial advice to the Arden Directors for the purposes of Rule 3 of the Takeover Code.

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 (or in the event that the Acquisition is implemented by way of a takeover offer (as defined in Part 28 of the Companies Act 2006), to accept or procure acceptance of such Offer) as the Arden Directors who hold Arden Shares have irrevocably undertaken to do or, as they have otherwise irrevocably undertaken to direct (and use all reasonable endeavours to procure that) their nominees do, in respect of their own beneficial holdings of 4,401,696 Arden Shares in aggregate and representing approximately 15.1 per cent. of Arden's issued share capital (excluding Treasury Shares) as at the Latest Practicable Date.

Irrevocable Undertakings

In addition to the Arden Directors, Ince has received irrevocable undertakings to vote in favour of the Scheme (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of the Offer) in respect of 8,536,063 Arden Shares and representing approximately 29.4 per cent. of Arden's issued share capital (excluding Treasury Shares) as at the Latest Practicable Date. 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 per cent. of Arden's existing issued ordinary share capital (excluding Treasury Shares) as at the Latest Practicable Date .

Further details of these irrevocable undertakings are set out at paragraph 14 and Appendix 3 to this Announcement.

General

It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement between Arden and Arden Shareholders under Part 26 of the Companies Act 2006, further details of which are contained in the full text of this Announcement and which will be set out in the Scheme Document. However, Ince reserves the right, with the consent of the Panel and Arden or, in certain circumstances, without the consent of Arden, to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act 2006).

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, including the approval of the Scheme by the Scheme Shareholders, the sanction of the Scheme by the Court and the approval of Arden Shareholders.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. It is expected that the Scheme Document will be despatched to Arden Shareholders on or about 19 November 2021.

The Scheme is expected to become Effective in the first quarter of 2022, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement.

This summary should be read in conjunction with the full text of this Announcement and the Appendices.

Appendix 1 contains the Conditions and further terms of the Acquisition.

Appendix 2 contains the sources and bases of certain information used in this summary and this Announcement.

Appendix 3 contains details of the irrevocable undertakings received in relation to the Acquisition that are referred to in this Announcement.

Appendix 4 contains details of and bases of calculation of the anticipated quantified financial benefits of the Acquisition together with reports from BDO LLP, Ince's reporting accountant, and Arden Partners plc, Ince's financial adviser, as required under Rule 28.1(a) of the Takeover Code.

Appendix 5 contains definitions of certain terms used in this summary and this Announcement.

For the purposes of Rule 28 of the Takeover Code, the quantified financial benefits statement contained in this Announcement is the responsibility of Ince and the Ince Directors. Part A of Appendix 4 sets out a statement of the anticipated quantified financial benefits of the cost savings and synergies arising out of the Acquisition and provides underlying information and the bases of belief for such statement. Appendix 4 also includes reports from Ince's reporting accountant, BDO LLP, and Ince's financial adviser, Arden Partners plc, in connection with the anticipated quantified financial benefits statement, as required pursuant to Rule 28.1(a) of the Takeover Code. BDO LLP, as reporting accountants to Ince, has provided a report stating that, in its opinion, the Quantified Financial Benefits Statement has been properly compiled on the basis stated. Arden Partners plc, as financial adviser to Ince, has provided a report stating that, in its opinion and subject to the terms of the report, the Quantified Financial Benefits Statement has been prepared with due care and consideration. Each of BDO LLP and Arden Partners plc has given and not withdrawn its consent to the publication of its report in this Announcement in the form and context in which it is included.

FOR FURTHER INFORMATION, PLEASE CONTACT:  

The Ince Group plc Adrian Biles (Chief Executive Officer) Simon Oakes (Chief Financial Officer)	[e-mail]
Arden Partners plc Donald Brown (Chief Executive Officer) James Reed-Daunter (Executive Director) Steven Douglas (Group Finance Director)	[phone]
Arden Partners plc Financial Adviser, Nominated Adviser and Broker to Ince John Llewellyn Lloyd Antonio Bossi Louisa Waddell Oscair McGrath	[phone]
Cattaneo Corporate Finance Solutions Limited Financial Adviser and Rule 3 Adviser to Arden Charles Cattaneo Martyn Pilley	[phone]
GCA Altium Limited Nominated Adviser to Arden Tim Richardson	[phone]
Williams Nicolson Limited PR Advisers to Ince	[phone]
SEC Newgate PR Advisers to Arden	[phone]
Ince Gordon Dadds LLP is acting as legal adviser to Ince.
Pinsent Masons LLP is acting as legal adviser to Arden

IMPORTANT NOTICES

Arden, which is authorised and regulated by the FCA 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

This Announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Ince or Arden pursuant to the Acquisition in any jurisdiction in contravention of applicable laws. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made on the basis of the information contained in the Scheme Document.

Arden and Ince urge Arden Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information in relation to the Acquisition, the New Shares and the Enlarged Group. Any vote in respect of resolutions to be proposed at the Arden Meetings, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Information Relating to Arden Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Arden Shareholders, persons with information rights and other relevant persons for the receipt of communications from Arden may be provided to Ince during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Overseas Jurisdictions

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. In particular the ability of persons who are not resident in the United Kingdom to vote their Arden Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, or to hold and vote Ince Shares, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Ince or required by the Takeover Code, and permitted by applicable law and regulation, the availability of New Shares to be issued pursuant to the Acquisition to Arden Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of New Shares pursuant to the Acquisition to Arden Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Arden Shareholders who are in doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Further details in relation to Arden Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Additional Information for US Investors

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Ince exercises the right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. 

Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Arden Shares to enforce their rights and any claim arising out of the US federal laws, since Arden and Ince are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Arden Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The Acquisition is intended to be carried out under a scheme of arrangement provided for under English company law (which requires the approval of the Scheme Shareholders). If so, it is expected that any New Shares to be issued pursuant to the Scheme to Arden Shareholders would be issued in reliance upon the exemption from the registration requirements of the US Securities Act, provided by Section 3(a)(10) thereof.

Securities issued pursuant to the Scheme will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities laws of such state.

For the purpose of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, Arden will advise the Court that its sanctioning of the Scheme will be relied on by Ince as an approval of the Scheme following a hearing on its fairness to Arden Shareholders, at which Court hearing all Arden Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such holders.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Acquisition, passed upon the fairness of the Acquisition, or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Cautionary Note Regarding Forward-Looking Statements

This Announcement (including information incorporated by reference into this Announcement), oral statements regarding the Acquisition and other information published by Ince and Arden contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of Ince and Arden and their respective groups and certain plans and objectives with respect to the Enlarged Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Ince and Arden about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Ince and Arden, the expected timing and scope of the Acquisition and other statements other than historical facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Ince, and/or Arden in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and readers are therefore cautioned not to place undue reliance on these forward-looking statements.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are the satisfaction of the Conditions, as well as additional factors, such as: changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the Ince Group or the Arden Group, reference should be made to the annual report and accounts of the Ince Group for the financial year ended 31 March 2021 and of the Arden Group for the financial year ended 31 October 2020, respectively.

Each forward-looking statement speaks only as at the date of this Announcement. Neither Ince nor Arden, nor their respective groups assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No Profit Forecasts or Estimates

No statement in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Ince, Arden or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Ince, Arden or the Enlarged Group as appropriate.

Quantified Financial Benefits Statement

The Quantified Financial Benefits Statement relates to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies and which may in some cases be subject to consultation with employees or their representatives. The synergies and cost savings referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of Ince and the Ince Directors.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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 Takeover Code, any person who is, or becomes, interested in one per cent. 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(s), 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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

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 Ince's website at https://www.theincegroup.com/investors/offer-documents/ and on Arden's website at  https://www.arden-partners.com/offer / 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.

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 [phone] or (ii) by submitting a request in writing to Ince by email at [e-mail] or by post to Investor Relations, The Ince Group plc, Aldgate Tower, 2 Leman Street, London E1 8QN.

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 [phone] or (ii) by submitting a request in writing to Arden by email at  [e-mail] or by post to Arden Partners plc at 125 Old Broad Street, London EC2N 1AR.

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.

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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

26 October 2021

Recommended All Share Offer

for

Arden Partners plc

by

The Ince Group plc

1. Introduction

The directors of The Ince Group plc ("Ince") and Arden Partners plc ("Arden") are pleased to announce that they have reached agreement on the terms of a recommended all share offer for Arden by Ince, to be effected by means of a court-sanctioned scheme of arrangement between Arden and Arden Shareholders under Part 26 of the Companies Act 2006.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and other terms set out in this Announcement and to the full terms and conditions which will be set out in the Scheme Document, Arden Shareholders will be entitled to receive:

7 Ince Shares in exchange for every 12 Arden Shares

Based on the Exchange Ratio and the Closing Price of 53 pence per Ince Share on 25 October 2021 (being the Latest Practicable Date) the Acquisition values each Arden Share at approximately 31 pence, a premium of 40.5 per cent. to Arden's closing share price of 22 pence on the Latest Practicable Date. The Acquisition values the existing and to be issued share capital of Arden at approximately £10 million.

Upon completion of the Acquisition, Arden Shareholders will own approximately 21.6 per cent. of the share capital of the Enlarged Group (based on the existing ordinary issued share capital of Ince and the fully diluted share capital of Arden, in each case as at the date of this Announcement) , which will continue to be traded on AIM.

The New Shares will be issued credited as fully paid and will rank pari passu in all respects with the Ince Shares in issue at the time the New Shares are issued pursuant to the Acquisition, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date. Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM.

In the event that the Acquisition is to be implemented by way of a takeover offer (as defined in Part 28 of the Companies Act 2006), the Arden Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.

It is expected that:

· The Scheme Document will be published as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless otherwise agreed between Ince and Arden with the consent of the Panel);

· The Court Meeting and the General Meeting will be held in the first quarter of 2022; and

· Subject to the satisfaction or waiver of the Conditions set out in Appendix 1, the Scheme will become Effective in the first quarter of 2022.

An expected timetable of events relating to the Acquisition will be set out in the Scheme Document.

3. Background to and Reasons for the Acquisition

The Ince Board and Arden Board believe that the Acquisition has a compelling strategic and financial rationale:

The Enlarged Group will benefit from a significantly expanded client list and will be able to offer a broader range of services across all client relationships.

· Arden currently holds a list of over 40 retained public corporate clients, where there is little existing overlap with Ince, representing a clear opportunity for cross-selling of legal, consulting and corporate advisory services.

· Ince acts for over 1,000 corporates across public and private markets both in the UK and internationally. Many of these will consider fundraising and require corporate finance advice.

· A lack of duplication in client lists represents significant new business opportunities for both divisions of the Enlarged Group.

The Acquisition has the potential to increase significantly the deal flow to Ince's legal and consulting services businesses, in particular:

· The Enlarged Group will have renewed focus on capital markets work, leveraging on Arden's positioning within the UK equities markets, raising money for growth corporates both domestically and internationally. All of this workflow has significant legal advisory overlap.

· Private client work is a clear area of overlap between Ince and Arden with both businesses having recently re-focused their existing platforms.

· In wealth management, Ince has a proven track record in providing a full suite of advisory services to local and international individuals, families and the institutions that support those with significant private wealth. Arden offers bespoke discretionary portfolio management aligned with financial planning to cater for high net worth private clients, as well as the ability to participate actively in primary and secondary equity placings.

The Enlarged Group will have broadened expertise from which to enhance its business development activities and transaction marketing in the UK and internationally:

· The addition of Arden will add increased expertise to Ince in terms of deal origination in particular, leveraging on a wide-range of industry relationships with growth companies and entrepreneurs.

· This will be complemented by Ince's existing UK and international client base, where there is clear appetite for Arden's products, targeting opportunities from Ince's office network outside London.

· Ince's existing business development and marketing team, consisting of 17 professionals will provide Arden with an enhanced platform to originate new transactions.

A clear advantage to the Enlarged Group will be the ability to benefit from greater sector expertise, allowing for a more sector-based marketing approach:

· The addition of Arden brings sector expertise in oil & gas and renewables, healthcare, business and professional services, technology and industrials. This complements Ince's existing sector expertise in shipping, transportation, energy and insurance.

· The Enlarged Group will have the ability to market to prospective clients utilising this wider specialist sector knowledge across its legal, consulting and corporate advisory services.

· Both Ince and Arden will benefit from additional content and sector insights and brand awareness as there is minimal existing sector overlap.

Looking forward, a key focus of the Enlarged Group will be a full service offering of corporate, legal, consulting and investment banking services to entrepreneurial clients, becoming a 'hub' for growth companies looking for transaction advice and new capital at all points of their life cycle:

· The Enlarged Group will aim to offer unique and fully integrated transaction support across legal and investment banking services for growth companies.

· Following the Acquisition, alongside Arden's established practice of advising and raising money for publicly listed clients within the small and mid-cap market, the Enlarged Group will look for further opportunities in merger & acquisition advisory work on both buy and sell side and look to develop the team's merger & acquisition bandwidth, especially in private company transactions.

· The acquisition of Arden will complement the specialist skills of Ince Corporate Finance in providing bespoke advisory and structured finance solutions to clients.

An improved proposition from which to develop the Enlarged Group's talent pool.  The strengthened position of the Enlarged Group presents further opportunities for lateral hires and add-on acquisitions:

· Through the addition of a dedicated investment banking division, alongside the recent launch of Ince Corporate Finance, the Enlarged Group will be an attractive proposition for talent in both the legal services and corporate advisory markets.

· The Enlarged Group will have increased abilities to target and retain the best candidates at both experienced professional and graduate level.

· The legal services market continues to be highly fragmented in the UK. The Acquisition will provide a strong precedent for future add-on acquisitions in the wider legal and professional services sectors.

· The mid cap and especially the small cap UK investment banking market is also highly fragmented and consolidation is highly likely to accelerate in the short to medium term. The Enlarged Group, leveraging on this Acquisition, will be well placed to take advantage of this move to consolidation.

· The strengthened position will also present the opportunity for lateral hires in both the UK equities market and the broader corporate finance advisory space.

4. Potential Synergies

The Ince Board expects recurring run-rate pre-tax cost synergies of approximately £1 million per annum will be achieved within 3 years of completion of the Acquisition.

The constituent elements of the quantified financial synergies, which are expected to originate from the cost bases of both Ince and Arden include:

· Avoidance of duplication of property costs, with the Enlarged Group operating from a single London head office location, alongside Ince's other existing national and international offices, representing approximately 20 per cent. of the run rate savings.

· Harmonisation of operating models where savings are envisaged from alignment of third party service providers and IT systems, representing approximately 25 per cent. of the run-rate savings.

· Other areas of overlap including the elimination of duplication in listed public company costs and service and support costs, representing approximately 55 per cent. of the run-rate savings.

Dis-synergies have been considered in quantifying the net impact of the synergy benefits and are not expected to be material.

It is envisaged that the realisation of the quantified financial synergies will result in one-off integration cash costs of approximately £76,000 in aggregate.

The identified synergies will accrue as a direct result of the Acquisition and would not be achieved on a standalone basis.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information on which it has been based, is set out in Part A of Appendix 4 to this Announcement. These estimated synergies have been reported on under the Takeover Code by BDO LLP and Arden Partners plc. A copy of each of their reports are included in Part B and Part C respectively of Appendix 4. References in this Announcement to these estimated synergies should be read in conjunction with Parts A, B and C of Appendix 4.

5. Dividends and dividend policy of the Enlarged Group

Reduction to Exchange Ratio

If, after the date of this Announcement, any dividend, distribution or return of capital is declared, made or paid or becomes payable in respect of the Arden Shares (other than, or in excess of, any Arden Equalisation Dividend) with a record date on or before the Effective Date (each an "Arden Dividend"), Ince reserves the right to reduce the Exchange Ratio accordingly so as to reflect the aggregate value attributable to any such Arden Dividend.

Arden Equalisation Dividend

If, after the date of this Announcement, any dividend, distribution or return of capital is declared, made or paid or becomes payable in respect of the Ince Shares with a record date on or before the Effective Date (an "Ince Dividend"), then Arden will be entitled to declare and pay, and Arden Shareholders will be entitled to receive and retain an equalisation dividend in Sterling (the "Arden Equalisation Dividend") in respect of the Arden Shares of an amount per Arden Share equal to the amount of the Ince Dividend per Ince Share multiplied by the Exchange Ratio (taking into account any reduction to the Exchange Ratio arising as a result of any Arden Dividend in accordance with the above paragraph entitled "Reduction to Exchange Ratio").

Dividend policy of the Enlarged Group

As reported in Ince's annual report and accounts for the financial year ended 31 March 2021, the Ince Board has adopted a medium-term policy of distributing 20% of post-tax earnings to shareholders each year subject to the Ince Group's overall forecast cash requirements and intends to declare a dividend with the interim results to be announced later this year.  The increased diversification of the Enlarged Group, enhanced financial profile and earnings accretion are expected to support the generation of attractive and sustainable returns for shareholders in the Enlarged Group, including through dividends.

6. Information relating to Ince

Ince is an international legal and professional services business with 21 offices in nine countries across Europe, the Middle East and Asia. 

With more than 700 people, Ince delivers legal advice, strategic guidance and business solutions to clients ranging from the world's oldest and biggest businesses operating across numerous industries from international corporates to ultra-high net worth individuals.

Ince offers clients over 150 years of experience, insight and relationships and is driven by a unique team of people whose broad expertise and deep sector specialisms provide their clients with solutions to the most complex legal and strategic needs.

At the heart of Ince's entrepreneurial culture is a desire to build meaningful, lasting relationships that go beyond law practice. Its 'one-firm' approach pairs clients with the best legal and strategic business professionals in their field who focus on equipping clients with the know-how and support they need to make the right decisions for their business. 

Since listing on AIM in 2017 the Ince Group's revenue has quadrupled and the business has been transformed; its service offering has broadened, sector expertise has deepened and legal and professional services teams have grown.

Ince has ambitions to build a world-class business advisory group and has adopted a business model which is focused on consolidation and expansion into complementary businesses to its core legal services business. Acquired firms are either consolidated under the Ince brand or continue to operate under their own brands. In keeping with its strategy Ince announced the formal launch of Ince Corporate Finance in September 2021, its new corporate finance division providing bespoke corporate finance advisory services to an international client base of large and small corporates, governments and larger investment banks with particular expertise in real estate, infrastructure, shipping and aviation. This business traded previously under the name James Stocks & Co. and has undertaken 88 transactions with a total value of $3.4bn across 19 countries since becoming FCA registered in September 2016.

The Ince Board is focused on innovating in its traditional markets as well as exploring opportunities to broaden its professional service offering through potential acquisitions of teams, legal firms and complementary businesses. The Ince Group has a well-established international platform and is attracting an increasing number of opportunities to continue to deliver on its growth strategy.

For the 12 months ended 31 March 2021, Ince had total revenues of £100.2 million and operating profit before underlying items of £9.2 million.

7. Information relating to Arden

Arden is a dedicated corporate adviser and multi-service stockbroker to small and mid-cap companies in the UK and their investors. The core of the business is the effective management of the needs of corporate clients, and the effective support of their relationships with existing and potential shareholders. These relationships are enhanced by the quality of Arden's corporate finance advice and industry research, and the strong market presence of their sales and trading teams.

Arden was founded in 2002 by senior figures from Albert E Sharp and Old Mutual Securities and was listed on AIM in 2006. Today it has 40 public clients and approximately 60 public companies under research coverage with an average market capitalisation of £256 million. It is focused on growth small and mid-size enterprises (SMEs) with capitalisations up to £1 billion and provides the full range of investment banking services (corporate finance advisory, stock broking and research). This includes market making in over 100 public company stocks.

Arden is a natural fit for cross selling Ince's corporate legal services with an expanded sector reach:

· Arden's corporate finance capabilities encompass mergers & acquisitions, corporate finance advisory, broking and sponsor and nominated adviser services. Arden represents its clients in private transactions and London Stock Exchange AIM and Main Market share issues.

· Arden's research is designed to be sector focused, concentrating on top down thematic trends which highlight companies giving investors an exposure to the real growth areas of small and mid-cap and AIM markets.

· Arden's sales function and competency is raising equity capital for companies capitalised below £400 million. When there is a requirement for their corporate clients to raise money to fulfil their growth ambitions, the sales team is in a strong position to effect this, with its entrenched relationships with the UK institutional and non-institutional markets.

· Arden's market making and trading teams provide liquidity in the shares of their corporate clients. They also trade the shares of non-client corporates on behalf of institutions.

· The Arden wealth management team offers a bespoke service to clients, with the ability to trade/invest in equities, bonds and a range of global investment funds, as well as allowing clients to participate in both primary and secondary equity placings.

For the 6 months ended 30 April 2021, Arden had total revenues of £5.0 million and reported profit before tax of £0.9 million. For the 12 months ended 31 October 2020, Arden had total revenues of £5.9 million and reported loss before tax of £1.4 million.

8. Arden's Management and Employees

The Enlarged Group, including the Arden business will be headquartered in London, with the intention of rationalising the Enlarged Group's UK property portfolio over the next three years. The London head-quarters of Ince and Arden are leasehold and the intention post transaction is to have one London head office with Ince's current head office in London being the Enlarged Group's head office until at least the expiry of its current lease.  The Ince Board expects to close Arden's Birmingham office upon the expiry of its lease in 2024.

The retention and attraction of staff to the Arden business is of paramount importance to the Ince Board.  The Ince Board intends that the existing statutory and contractual employment rights of Arden's management and employees will be safeguarded upon and following completion of the Acquisition. In particular, the Ince Board has no plans to make any material changes to the terms and conditions of employment of the employees and management of Arden.

The Ince Board envisages some rationalisation of central and head office functions and a process of elimination of duplication in staff roles across the Enlarged Group as described in paragraph 9, but is not planning any material change in the balance of the skills and functions of the employees and management of the Enlarged Group taken as a whole.

Arden operates a defined contribution pension scheme for its employees and contributes towards a number of personal pension plans set up by its employees pursuant to the scheme.  Ince's intention is to maintain current employer contributions to existing pension arrangements for existing Arden employees.  Any Arden employees who are not participants in such scheme at the Effective Date will be entitled to join the Ince Group pension plan after the Effective Date on the same basis as existing Ince employees.

9. Ince's Intentions and Plans

In relation to Arden

Following completion of the Acquisition the Ince Board intends that the existing business activities of Arden will continue as a separate business under the umbrella of the Enlarged Group.

Adrian Biles and at least one other Ince nominee will join the Arden Board with effect from the Effective Date.  Donald Brown, the Chief Executive Officer of Arden, will join the Ince Board as an executive director on the Effective Date.  It is expected that the directors of Arden other than Donald Brown, Steven Douglas and James Reed-Daunter will resign on or shortly after the Effective Date. No incentivisation agreements for Arden's managers and employees have been discussed or agreed.  Ince expects to commence a review of the Arden compensation arrangements shortly after the Effective Date.

The Ince Board intends to rationalise the operational and administrative areas of the Enlarged Group in order to achieve the expected benefits of the Acquisition. Such rationalisation is expected to cover the phasing out of the outsourced IT function by the end of 2022.  Further rationalisation is not likely to amount to more than 1% of the workforce of the Enlarged Group at the Effective Date. The detailed steps for such an operation are not yet known but Ince and Arden will aim to retain the best talent across the Enlarged Group to optimise the benefits of the Acquisition for the benefit of its clients and shareholders, without preference or bias, and any such operation will be subject to any required consultation with employees and/or their representatives.

Other than the changes to the Arden Board, and the intended rationalisation referred to above, Ince does not anticipate any requirement to change the business or operation of Arden following completion of the Acquisition which it is intended will therefore continue to operate as normal following the Effective Date.

As stated in paragraph 17 below, it is intended that dealings in Arden Shares will be suspended shortly prior to the Effective Date. It is further intended that an application will be made to AIM for the cancellation of trading of the Arden Shares on AIM with effect from or shortly following the Effective Date.

Other than as stated above in relation to property, the Ince Group has no intention to redeploy the fixed assets of Arden.

Arden does not have a research and development function.

In relation to Ince

Other than the rationalisation of the Enlarged Group referred to above, Ince does not plan to make any material changes to the terms and conditions of employment of its staff or in the balance of skills and functions of its employees and management in consequence of the Acquisition.  It intends to retain its group-wide head office in London and will embark upon a process of integrating Arden, its business and employees seamlessly into the Ince Group to sit alongside and compliment the activities of Ince Corporate Finance.

The statements in this paragraph 9 or paragraphs 3 and 8 which constitute "post ‐ offer intention statements" for the purposes of Rule 19.6 of the Takeover Code will apply for 12 months from completion of the Acquisition.

No statements in this Announcement constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

10. Recommendation

The Arden Directors, who have been so advised by Cattaneo as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Arden Directors, Cattaneo has taken into account the commercial assessments of the Arden Directors. Cattaneo is providing independent financial advice to the Arden Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Arden Directors intend unanimously to recommend that Arden Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer) as the Arden Directors who hold Arden Shares have irrevocably undertaken to do or, as they have otherwise irrevocably undertaken to direct (and use all reasonable endeavours to procure that) their nominees do, in respect of their own beneficial holdings of 4,401,696 Arden Shares in aggregate and representing approximately 15.1 per cent. of Arden's issued share capital (excluding Treasury Shares) as at the Latest Practicable Date.

Further details of the irrevocable undertakings are set out below and in Appendix 3 to this Announcement.

11. Background to and Reasons for the Recommendation

Arden started working with Ince as Nominated Advisor and Broker when Ince went through a reverse takeover and listed on AIM in 2017.  Since then, Arden has developed a good understanding of Ince and the Arden Board believes the strategic and financial rationale as set out in paragraphs 3. (Background to and Reasons for the Acquisition) and 4. (Potential Synergies) to be particularly compelling. 

The Acquisition is expected to result in enhanced value and earnings accretion for Arden Shareholders, reflecting a combination of the agreed Exchange Ratio and the significant synergy potential of the Acquisition.

Based on the Closing Price of 53   pence per Ince Share on the Latest Practicable Date, the Acquisition values each Arden Share at approximately 31   pence which represents a premium of approximately 40.5 per cent. to Arden's closing share price of 22 pence as at the Latest Practicable Date, and approximately 41.3 per cent. over the average price of 21.9 pence during the one-month period prior to the Latest Practicable Date.

The share for share offer enables Arden Shareholders to participate fully in the potential value creation of the Acquisition and benefit from future shareholder returns, including participating in the continuation of Ince's stated dividend policy following the Acquisition.

The Arden Board believes that the terms of the Acquisition fairly reflect both Arden and Ince's respective standalone businesses and their prospects and an appropriate sharing of the anticipated synergies resulting from the Acquisition. In addition, Arden will continue to have representation on the Board of the Enlarged Group, with Donald Brown, the Chief Executive Officer of Arden, joining the Ince Board as an executive director.

12. Current Trading

Current trading for both Ince and Arden continues in line with statements made in their respective announcements on 3 September 2021, in the case of Ince, and 1 July 2021, in the case of Arden.

The Ince Board considers that the Ince Group has successfully built on the positive momentum of last year, with activity in line with expectations. Activity across the Ince Group's international offices continues to grow and, in the UK, business levels and new instructions are increasing with staff returning to the office. This has been further helped by the easing of international travel restrictions. As the legal market continues to consolidate, Ince's strength internationally means that the Ince Group is well positioned to capitalise on opportunities for consolidation. Focus continues on innovation within the Ince Group's traditional markets as well as exploring opportunities to broaden its professional service offering through potential acquisitions of teams, legal firms and complementary businesses.

The Arden Board believes that the outlook is very encouraging as UK equity markets remain buoyant. Following a strong first half to the year, its business saw a slight lull in the summer period. However, the business has seen renewed activity in September 2021 as the primary initial public offering (IPO) market has resumed with increasing momentum. So far in 2021 Arden has completed 25 transactions, raising approximately £220 million for its clients in the process. Arden's pipeline of both primary and secondary transactions is particularly robust within this market and the Arden Board considers that the outlook is positive into 2022.

13. Offer Related Arrangements

Ince and Arden have entered into a mutual non-disclosure agreement dated 13 September 2021 pursuant to which each of Ince and Arden has undertaken, among other things, to: (a) keep certain information relating to the Acquisition and the other party confidential and not to disclose it to third parties (other than to permitted parties) unless required by law or regulation; and (b) use the confidential information for the sole purpose of evaluating, negotiating, advising on or implementing the Acquisition.

These confidentiality obligations remain in force until the earlier of: (i) 18 March 2023; and (ii) the Effective Date.

14. Irrevocable Undertakings

The Arden Directors who are Arden Shareholders have irrevocably undertaken to direct (and to use all reasonable endeavours to procure that) their nominees or, where relevant, to themselves vote in favour of the Scheme (or to accept a takeover offer, if applicable) in respect of their own beneficial holdings totalling 4,401,696 Arden Shares, representing in aggregate approximately 15.1 per cent. of Arden's issued share capital (excluding Treasury Shares) as at the Latest Practicable Date.

In addition, the trustees of The Arden Employees Benefit Trust have irrevocably undertaken to direct (and to use all reasonable endeavours to procure that) their nominees or, where relevant, to themselves vote in favour of the Scheme (or to accept an Offer, if applicable) in respect of their own beneficial holdings totalling 3,635,000 Arden Shares, representing in aggregate approximately 12.5 per cent. of Arden's issued share capital (excluding Treasury Shares) as at the Latest Practicable Date.

Certain other Arden shareholders, whose details are set out in Appendix 3 to this Announcement, have also irrevocably undertaken to direct (and to use all reasonable endeavours to procure that) their nominees or, where relevant, to themselves vote in favour of the Scheme (or to accept an Offer, if applicable) in respect of their own beneficial holdings totalling 4,901,063 Arden Shares, representing in aggregate approximately 16.9 per cent. of Arden's issued share capital (excluding Treasury Shares) as at the Latest Practicable Date.

In total, therefore, Arden Shareholders holding in aggregate 12,937,759 Arden Shares (representing approximately 44.5 per cent. of the existing issued share capital of Arden (excluding Treasury Shares) as at the Latest Practicable Date) have given irrevocable undertakings to support the Acquisition.

The Irrevocable Undertakings described above remain binding in the event that a higher competing offer for Arden is made, but cease to be binding (i) immediately if Ince announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition, (ii) immediately if the Scheme Document (or Offer Document, if applicable) is not sent to Arden Shareholders on or before the date falling 28 days from the date of this Announcement (or such later date as Arden and Ince may agree, with the consent of the Panel) and (iii) on and from the earlier of (X) the Scheme not having become Effective by the Long Stop Date (or such later date as Arden and Ince may agree, with the consent of the Panel) and (Y) the time and date on which the Acquisition is withdrawn, lapses or otherwise terminates in accordance with its terms.

15. Conditions and Scheme of Arrangement

Appendix 1 to this Announcement sets out the Conditions and further terms to which the Acquisition will be subject, including details of requisite regulatory approvals.

It is intended that the Acquisition will be effected by a court sanctioned scheme of arrangement of Arden, between Arden and Arden Shareholders, under Part 26 of the Companies Act 2006.

Under the Scheme, the Scheme Shares held by Scheme Shareholders will be transferred to Ince in consideration for which Scheme Shareholders will receive the New Shares on the basis set out in paragraph 2 of this Announcement.

The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this Announcement and to be set out in the Scheme Document.

To become Effective, the Scheme requires, among other things, the approval of Scheme Shareholders by the passing of a resolution at the Court Meeting. 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 per cent. in value of the Scheme Shares voted by such Scheme Shareholders. In addition, a special resolution must be passed at the General Meeting to deal with certain ancillary matters, which requires the approval of Arden Shareholders representing at least 75 per cent. of the votes cast at the General Meeting (either in person or by proxy). The General Meeting will be held immediately after the Court Meeting.

The Acquisition will lapse if it does not become Effective by 11.59 pm on the Long Stop Date.

The Arden Meetings are to be held no later than the 22nd day after the expected date of the Arden Meetings to be set out in the Scheme Document in due course (or such later date as may be agreed between Arden and Ince).

Following the Arden Meetings, the Scheme must be sanctioned by the Court no later than the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Arden and Ince). The Scheme will only become Effective once a copy of the Court Order is delivered to the Registrar of Companies.

Upon the Scheme becoming Effective, it will be binding on all Arden Shareholders, irrespective of whether or not they attended or voted at the Arden Meetings and the New Shares will be allotted and issued by Ince to Scheme Shareholders no later than 14 days after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and AIM.

16. Indicative Timing

The timing of implementation of the Acquisition will be dependent upon a number of factors including availability of the Court and receipt of regulatory approvals. However, subject to these factors, it is expected that the Scheme will become Effective in the first quarter of 2022.

17. Admission of New Shares

Following the Effective Date, the New Shares will be issued as fully paid and will rank equally in all respects with the Ince Shares in issue at the time the New Shares are issued pursuant to the Acquisition and will be entitled to receive any dividends and/or other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital, share premium account or otherwise) made, by Ince in respect of the Ince Shares with a record date falling after the Effective Date.

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement in the New Shares will commence on AIM at 8.00 am on the first Business Day following the Effective Date.

18. Cancellation of Trading of Arden Shares on AIM

It is intended that dealings in Arden Shares will be suspended shortly prior to the Effective Date, at a time to be set out in the Scheme Document. It is further intended that an application will be made to AIM for the cancellation of the trading of the Arden Shares on AIM and the London Stock Exchange will be requested to cancel the listing of Arden Shares on AIM to take effect on or shortly after the Effective Date. Share certificates in respect of the Arden Shares will cease to be valid and should be destroyed on the first Business Day following the Effective Date. In addition, entitlements held within the CREST system to the Arden Shares will be cancelled on the first Business Day following the Effective Date.

19. Arden Share Plans

Participants in the Arden Share Plan and the Arden SIP will be contacted regarding the effect of the Acquisition on their rights under such plans and provided with further details concerning the proposals which will be made to them in due course and in accordance with Rule 15 of the Takeover Code. Details of the proposals will be set out in the Scheme Document or, as the case may be, the Offer Document and in separate letters to be sent to participants in the Arden Share Plan and the Arden SIP.

20. Opening Position Disclosure

In connection with the Acquisition, Ince will make a public Opening Position Disclosure setting out details of its interests or short positions in, or rights to subscribe for, any relevant securities of Arden by no later than 12 noon on 9 November 2021.

Ince's Opening Position Disclosure will include details of any interests or short positions in, or rights to subscribe for, any relevant securities of Arden held by all persons acting in concert with Ince.

21. Disclosure of Interests

As at the close of business on 25 October 2021, being the Latest Practicable Date, neither Ince, nor any of the Ince Directors, nor, so far as Ince is aware, any person acting in concert (within the meaning of the Takeover Code) with Ince has:

· any interest in, or right to subscribe for, any Arden Shares nor does any such person have any short position in Arden Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of Arden Shares; or

· borrowed or lent any Arden Shares or entered into any financial collateral arrangements relating to Arden Shares; or

· any dealing arrangement, including any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature relating to Arden Shares which may be an inducement to deal or refrain from dealing

22. Ince Concert Party

The following Ince Shareholders have been deemed by the Panel to be concert parties for the purposes of the Takeover Code ("Ince Concert Party"). The members of the Ince Concert Party have long-standing business interests in common.

Name of Ince Concert Party member	Number of Ince Shares	% of Ince Shares held on the Latest Practicable Date*
Adrian Biles	7,610,664	11.1
Adrian Biles and John Biles jointly	3,333,333	4.86
John Biles	1,537,970	2.24
Robert Biles	933,239	1.36
Christopher Yates	770,541	1.12
Richard Read	565,262	0.82
Margaret Yates	250,000	0.36
Penlee Holdings Limited	59,968	0.09
Victoria Yates	38,486	0.06
St Anne's Investments Limited	-	-
Total:	15,099,463	22.03

* Rounded up to two decimal places

It has not been practicable to make enquiries of each member of the Ince Concert Party of all relevant details required to be included in this Announcement for the purposes of Rule 2.7 of the Takeover Code in respect of such persons.  With the consent of the Panel it has been agreed that all relevant details will instead be included in the Opening Position Disclosure.

23. Documents Available for Inspection

Copies of the following documents will, by no later than 12 noon on 27 October 2021, be published on Ince's website at https://www.theincegroup.com/investors/offer-documents/ and on Arden's website at  https://www.arden-partners.com/offer/ .

a)  this Announcement;

b)  the irrevocable undertakings referred to in paragraph 14 above and listed in Appendix 3 to this Announcement;

c)  the Non-Disclosure Agreement referred to in paragraph 13 above; and

d)  the consent letters referred to in paragraph 24 below.

24. General

Ince reserves the right to elect to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Arden not already held by Ince as an alternative to the Scheme in the following circumstances:

(i)  if Arden consents;

(ii)  if the Arden Directors withdraw or modify their unanimous and unconditional recommendation of the Acquisition to Arden Shareholders; or

(iii)  if a third party announces a firm intention to make an offer for the entire issued share capital of Arden which is recommended in whole or in part by the Arden Directors, subject in each case to the Panel's consent. In such an event an Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Part C of Appendix 4 to this Announcement.

If the Acquisition is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Ince intends to:

(i)  request the London Stock Exchange to cancel trading in Arden Shares on AIM; and

(ii)  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.

Cattaneo and Arden have given and not withdrawn their written consent to the issue of this Announcement with references to their names in the forms and contexts in which they appear. 

BDO LLP and Arden have given and not withdrawn their consent to the publication of their reports in Appendix 4 to this Announcement in the forms and contexts in which they are included.

IMPORTANT NOTICES

Arden, which is authorised and regulated by the FCA 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 or any other matters referred to in this Announcement.

Cattaneo is acting exclusively 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 regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Arden for providing the protections afforded to clients of Cattaneo or its affiliates, or for providing advice in relation to any other matters referred to in this Announcement.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer or invitation to purchase or, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Ince or Arden pursuant to the Acquisition in any jurisdiction in contravention of applicable laws. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made on the basis of the information contained in the Scheme Document.

Arden and Ince urge Arden Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information in relation to the Acquisition, the New Shares and the Enlarged Group. Any vote in respect of resolutions to be proposed at the Arden Meetings to approve the Acquisition, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Information relating to Arden Shareholders.

Please be aware that addresses, electronic addresses and certain other information provided by Arden Shareholders, persons with information rights and other relevant persons for the receipt of communications from Arden may be provided to Ince during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Overseas Jurisdictions

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Arden Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, or to hold and vote Ince Shares, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Ince or required by the Takeover Code, and permitted by applicable law and regulation, the New Shares to be issued pursuant to the Acquisition to Arden Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of New Shares under the Acquisition to Arden Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Arden Shareholders who are in doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Further details in relation to Arden Shareholders will be contained in the Scheme Document.

Additional Information for US Investors.

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Ince exercises the right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

 Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Arden Shares to enforce their rights and any claim arising out of the US federal laws, since Arden and Ince are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Arden Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The Acquisition is intended to be carried out under a scheme of arrangement provided for under English company law (which requires the approval of the Scheme Shareholders). If so, it is expected that any New Shares to be issued pursuant to the Scheme to Arden Shareholders will be issued in reliance upon the exemption from the registration requirements of the US Securities Act, provided by Section 3(a)(10) thereof.

Securities issued pursuant to the Scheme will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities laws of such state.

For the purpose of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, Arden will advise the Court that its sanctioning of the Scheme will be relied on by Ince as an approval of the Scheme following a hearing on its fairness to Arden Shareholders, at which Court hearing all Arden Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such holders.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Acquisition, passed upon the fairness of the Acquisition, or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Cautionary Note Regarding Forward-Looking Statements

This Announcement (including information incorporated by reference into this Announcement), oral statements regarding the Acquisition and other information published by Ince and Arden contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of Ince and Arden and their respective groups and certain plans and objectives with respect to the Enlarged Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Ince and Arden about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Ince and Arden, the expected timing and scope of the Acquisition and other statements other than historical facts Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Ince, and/or Arden in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and readers are therefore cautioned not to place undue reliance on these forward-looking statements.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are the satisfaction of the Conditions, as well as additional factors, such as: changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the Ince Group or the Arden Group, refer to the annual report and accounts for Ince for the year ended 31 March 2021 and for Arden for the year ended 31 October 2020, respectively.

Each forward-looking statement speaks only as at the date of this Announcement. Neither Ince nor Arden, nor their respective groups assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No Profit Forecasts or Estimates

No statement in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Ince, Arden or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Ince, Arden or the Enlarged Group as appropriate.

Quantified Financial Benefits Statements

The statements in the Quantified Financial Benefits Statement relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies and which may in some circumstances be subject to consultation with employees or their representatives. The synergies and cost savings referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of Ince and the Ince Directors.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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 Takeover Code, any person who is, or becomes, interested in one per cent. 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(s), 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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

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 Ince's website at https://www.theincegroup.com/investors/offer-documents/ and on Arden's website at  https://www.arden-partners.com/offer/ 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.

Ince Shareholders may request a hard copy of this Announcement (and any information incorporated 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 [phone] or (ii) by submitting a request in writing to Ince by email at [e-mail] or by post to Investor Relations, The Ince Group plc, Aldgate Tower, 2 Leman Street, London E1 8QN.

Arden Shareholders may request a hard copy of this Announcement (and any information incorporated 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 [phone] or (ii) by submitting a request in writing to Arden by email at  [e-mail] or by post to Arden Partners plc at 125 Old Broad Street, London, EC2N 1AR.

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 FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

Part A: Conditions to the Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Takeover Code, by no later than the Long Stop Date, or such later date (if any) as Ince and Arden may agree, with the consent of the Panel, and the Court may allow.

Scheme approval

The Scheme will be conditional upon:

A.  its approval by a majority in number of the Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Ince and Arden may agree and, if required, the Court and the Panel may allow);

B.  all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities of Arden Shareholders at the General Meeting or at any adjournment of that meeting held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Ince and Arden may agree and, if required, the Court and the Panel may allow);

C.  the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Ince and Arden) by the Court on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date, if any, as Ince and Arden may agree and, if required, the Court and the Panel may allow); and

D.  the delivery of a copy of the Court Order to the Registrar of Companies.

In addition, subject to Part B below and to the requirements of the Panel, Ince and Arden have agreed that the Acquisition will be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Admission to trading.

E.  the London Stock Exchange having acknowledged to Ince or its agent (and such acknowledgement not having been withdrawn) that the New Shares will be admitted to trading on AIM;

Approval under FSMA

F.  in respect of Arden, the appropriate regulator (as defined in section 178(2A) of FSMA) of each UK authorised person (as defined in section 191G of FSMA) within the Wider Arden Group ("Arden Authorised Persons"):

a.  having given notice for the purposes of section 189(4)(a) of FSMA that it has determined to approve the acquisition of control by Ince of the Arden Authorised Persons unconditionally or otherwise approves such acquisition subject to conditions which are reasonably satisfactory to Ince; or

b.  being treated, by virtue of section 189(6) of FSMA, as having approved such acquisition by Ince of the Arden Authorised Persons;

The London Stock Exchange/AIM

G.  the London Stock Exchange having approved Arden as a nominated adviser upon the change of control of Arden with effect from the Effective Date (or on such later date as shall be satisfactory to Ince);

Other regulatory approvals

H.  other than those regulatory approvals referred to at Conditions (F) and (G) above, no government, governmental, quasi-governmental, supranational, statutory or regulatory body, trade agency, association, institution or professional body having responsibility for the regulation or supervision of banking, consumer credit or financial services having:

a.  withdrawn or refused to renew, or threatened to withdraw or to refuse to renew, any licence or permission; or

b.  instituted, implemented, taken or omitted, or threatened to take or to omit, any other action,

the effect of which would be materially and adversely to affect the businesses, assets, prospects or profits of the Wider Arden Group (save as Disclosed) or the Wider Ince Group, and upon no such licences or permissions terminating or otherwise becoming invalid as a result of the Acquisition or its implementation the effect of which would be materially and adversely to affect the businesses, assets, prospects or profits of the Wider Arden Group or the Wider Ince Group;

General Third Party clearances and regulatory

I.  no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

a.  require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the  Wider Ince Group or any member of the  Wider Arden Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the  Wider Ince Group or the Wider Arden Group, in either case taken as a whole;

b.  require, prevent or materially delay the divestiture by any member of the Wider Ince Group of any shares, securities or other interests in any member of the Wider Arden Group;

c.  impose any material limitation on, or result in a material delay in, the ability of any member of the  Wider Ince Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Arden Group or the Wider Ince Group or to exercise management control over any such member;

d.  otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Ince Group or of any member of the Wider Arden Group to an extent which is material in the context of the  Wider Ince Group or the Wider Arden Group, in either case taken as a whole;

e.  make the Acquisition or its implementation or the acquisition or proposed acquisition by Ince or any member of the Wider Ince Group of any shares or other securities in, or control of Arden void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

f.  require any member of the Wider Ince Group or the Wider Arden Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Arden Group or the Wider Ince Group owned by any third party;

g.  impose any material limitation on, or result in any material delay of, the ability of any member of the  Wider Arden Group or the Wider Ince Group to integrate or co-ordinate its business, or any part of it, with the businesses of any other member of the Wider Arden Group or the Wider Ince Group which is adverse to and material in the context of the Wider Arden Group or the Wider Ince Group, in each case taken as a whole or in the context of the Acquisition; or

h.  result in any member of the Wider Arden Group or the  Wider Ince Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Arden Shares having expired, lapsed or been terminated;

J.  other than in relation to the regulatory approvals referred to in Conditions (F) and (G) above, all necessary material filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Ince Group of any shares or other securities in, or control of, Arden and all  authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Ince or any member of the Wider Ince Group for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Arden by any member of the Wider Ince Group having been obtained in terms and in a form reasonably satisfactory to Ince from all appropriate Third Parties or persons with whom any member of the  Wider Arden Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the  Wider Arden Group which is material in the context of the Wider Ince Group or the Wider Arden Group as a whole remaining in full force and effect and all material filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

Certain matters arising as a result of any arrangement, agreement etc.

K.  save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Arden Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisition or the proposed acquisition of any shares or other securities in Arden or because of a change in the control or management of Arden or otherwise, could or might result in (in each case to an extent which is material and adverse in the context of the  Wider Arden Group as a whole, or in the context of the Acquisition):

a.  any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

b.  any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

c.  any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

d.  the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

e.  the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected;

f.  the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

g.  any such member ceasing to be able to carry on business under any name under which it presently does so; or

h.  the creation of any material liability, actual or contingent, by any such member other than trade creditors incurred in the ordinary course of business,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the  Wider Arden Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (a) to (h) of this Condition (K) (in each case to the extent which is material in the context of the  Wider Arden Group taken as a whole);

Certain events occurring since 31 October 2020

L.  save as Disclosed, no member of the  Wider Arden Group having, since 31 October 2020:

a.  save for Arden Shares issued pursuant to the exercise of options or vesting of awards granted under the Arden Share Plan, issued, authorised or proposed the issue of additional shares of any class;

b.  save for the grant of options or awards under the Arden Share Plan, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

c.  save for any Arden Equalisation Dividend, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

d.  merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest;

e.  made or authorised or proposed or announced an intention to propose any change in its loan capital;

f.  issued, authorised or proposed the issue of any debentures or incurred or increased any indebtedness or become subject to any guarantee or contingent liability;

g.  purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital;

h.  other than the Scheme, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement;

i.  entered into or materially changed the terms of any contract with any director or senior executives;

j.  entered into or materially varied or authorised, proposed or announced its intention to enter into or vary any material contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the  Wider Arden Group or the  Wider Ince Group or which involves or could involve an obligation of such a nature or magnitude that it would be reasonably likely to be material in the context of the  Wider Arden Group or the Wider Ince Group taken as a whole;

k.  taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

l.  waived or compromised any claim otherwise than in the ordinary course of business and in any case which is material or would be reasonably likely to be material in the context of the Wider Arden Group taken as a whole;

m.  entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (L);

n.  except in relation to changes made or agreed as a result of, or arising from, changes in legislation, having made or agreed or consented to any change to:

a.  the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Arden Group for its directors, employees or their dependents;

b.  the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

c.  the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

d.  the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,

in each case, to the extent which is material in the context of the Wider Arden Group taken as a whole;

o.  proposed, agreed to provide or modified the terms of the Arden Share Plan or any share option scheme, incentive scheme or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Arden Group or which constitutes a material change to the terms or conditions of employment of any employee of the Wider Arden Group, save as agreed by the Panel or by Ince; or

p.  having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Arden Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No adverse change, litigation or regulatory enquiry

M.  save as Disclosed, since 31 October 2020:

a.  no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Arden Group which, in any such case, is material in the context of the Wider Arden Group taken as a whole and no circumstances have arisen which would or might reasonably be expected to result in any such adverse change;

b.  (other than as a result of or in connection with the Acquisition), no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Arden Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the  Wider Arden Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Arden Group which in any such case, has had or might reasonably be expected to have an adverse effect that is material in the context of the Wider Arden Group; and

c.  no contingent or other liability having arisen or become apparent (other than in the ordinary course of business) which will or might be likely to adversely affect the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Arden Group to an extent which is material in the context of the Wider Arden Group taken as a whole;

No withdrawal, cancellation, termination or modification of licence

N.  save as Disclosed, no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Arden Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and has had, or might reasonably be expected to have, a material adverse effect on the Wider Arden Group taken as a whole;

No discovery of certain matters

O.  save as Disclosed, Ince not having discovered:

a.  that any financial, business or other information concerning the Wider Arden Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Arden Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading;

b.  that any member of the Wider Arden Group, otherwise than in the ordinary course of business, is subject to any liability (contingent or otherwise); or

c.  any information which affects the import of any information disclosed at any time prior to this Announcement by or on behalf of any member of the Wider Arden Group to any member of the Wider Ince Group,

in each case, to the extent which is material in the context of the Wider Arden Group taken as a whole;

Anti-corruption, sanctions and criminal property

P.  save as Disclosed, Ince not having discovered that:

a.  any past or present member, director, officer or employee of the Wider Arden Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or (b) any person who performs or has performed services for or on behalf of the Wider Arden Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or

b.  any material asset of any member of the  Wider Arden Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

c.  any past or present member, director, officer or employee of the Wider Arden Group has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which UK, US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by UK, US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Treasury & Customs; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Kingdom, the United Nations, the United States, the European Union or any of its member states; or

d.  no member of the Wider Arden Group being engaged in any transaction which would cause Ince to be in breach of any law or regulation upon its acquisition of Arden, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Kingdom, the United Nations, the United States, the European Union or any of its member states.

Part B: Waiver and Invocation of the Conditions

Q.  To the extent permitted by law and subject to the requirements of the Panel, Ince reserves the right (in its sole discretion) to waive, in whole or in part, all or any of the Conditions above, except for Conditions (A) to (E), which cannot be waived.

R.  Conditions (F) and (G) must be fulfilled or (where permissible as stated above) waived by no later than 11.59 pm on the date immediately preceding the date of the Court Hearing, failing which the Acquisition will lapse.

S.  Under Rule 13.5(a) of the Takeover Code, Ince may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn without the consent of the Panel.  The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the condition are of material significance to the offeror in the context of the Acquisition. Conditions (A) to (E) (inclusive) are not subject to Rule 13.5(a) of the Takeover Code and may be invoked by Ince without the consent of the Panel.

T.  Under Rule 13.6 of the Takeover Code, Arden may not invoke, or cause or permit Ince to invoke, any condition to the Acquisition, unless the circumstances which give rise to the right to invoke the condition are of material significance to Arden Shareholders in the context of the Acquisition.

Part C: Implementation by way of Offer

U.  Ince reserves the right, with the consent of the Panel and Arden, or, in certain circumstances, without the consent of Arden, to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act 2006). In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Ince and Arden may decide after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent.) of the Arden Shares (i) in nominal value of the shares to which such Offer relates; and (ii) of the voting rights attached to those shares, and that is subject to Ince and/or (with the consent of the Panel) any of its wholly-owned subsidiaries having acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Arden Shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Arden, including, for this purpose, any such voting rights attaching to Arden Shares that are unconditionally allotted or issued before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

Part D: Certain further terms of the Acquisition

V.  The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts and to the conditions and further terms set out in this Announcement and in the Scheme Document (or Offer Document as the case may be). The Acquisition will comply with the applicable rules and regulations of the London Stock Exchange and the Takeover Code. This Announcement does not constitute, or form part of, an offer or invitation to purchase Arden Shares or any other securities.

W.  Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

X.  If Ince is required by the Panel to make an offer for Arden Shares under the provisions of Rule 9 of the Takeover Code, Ince may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

Y.  Fractions of New Shares will not be allotted or issued to persons accepting the Scheme; individual entitlements to amounts of less than £2 will not be paid to persons accepting the Scheme but will be retained for the benefit of Ince.

Z.  The offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

AA. The New Shares to be issued pursuant to the Acquisition have not been and will not be registered under the US Securities Act of 1933 (as amended) nor under any of the relevant securities laws of any Restricted Jurisdiction. Accordingly, the New Shares may not be offered, sold or delivered, directly or indirectly, into any Restricted Jurisdiction, except pursuant to exemptions from applicable requirements of any such jurisdiction.

BB. The New Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Ince Shares. An application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM.

CC. Arden Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement, other than any Arden Equalisation Dividend.

DD.  If, after the date of this Announcement, any Arden Dividend is declared, made or paid or becomes payable in respect of the Arden Shares, Ince reserves the right to reduce the Exchange Ratio accordingly so as to reflect the aggregate value attributable to any such Arden Dividend.

EE. If, after the date of this Announcement, any Ince Dividend is declared, made or paid or becomes payable in respect of the Ince Shares, then Arden will be entitled to declare and pay, and Arden Shareholders will be entitled to receive and retain the Arden Equalisation Dividend in respect of the Arden Shares of an amount per Arden Share equal to the amount of the Ince Dividend per Ince Share multiplied by the Exchange Ratio (taking into account any reduction to the Exchange Ratio arising as a result of any Arden Dividend in accordance with paragraph DD in this Part D of this Appendix 1).

APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement:

1.  Unless otherwise stated:

a.  financial information relating to the Ince Group has been extracted or derived (without any adjustment) from the audited annual report and accounts of the Ince Group for the financial year ended 31 March 2021; and

b.  financial information relating to the Arden Group has been extracted or derived (without any adjustment) from the audited annual report and accounts of the Arden Group for the financial year ended 31 October 2020 and its unaudited half year results for the six months ended 30 April 2021.

2.  The value of each Arden Share is calculated:

a.  by reference to the price of 53 pence per Ince Share, being the Closing Price on 25 October 2021, being the Latest Practicable Date; and

b.  the Exchange Ratio of 7 New Shares in exchange for each 12 Arden Shares; and

c.  on the basis of the fully diluted share capital of Arden referred to in paragraph 4 below.

3.  As at the close of business on 25 October 2021, being the Latest Practicable Date, Arden had in issue 29,074,211 Arden Shares (excluding 4,304,724 Arden Shares held by Arden as Treasury Shares) and Ince had in issue 68,540,912 Ince Shares.

4.  The fully diluted share capital of Arden (being 32,299,211 Arden Shares) is calculated on the basis of:

a.  29,074,211 issued Arden Shares referred to in paragraph 3 above; and

b.  3,225,000 Arden Shares required in connection with the exercise of options over 6,860,000 Arden Shares for the purposes of the Arden Share Plan that will be satisfied as to 3,635,000 Arden Shares in issue held by the Arden Employee Benefit Trust and as to 3,225,000 Arden Shares out of the 4,304,724 Arden Shares held by Arden as Treasury Shares.

5.  Unless otherwise stated, all prices and closing prices for Arden Shares and Ince Shares are closing middle market quotations derived from the AIM Appendix to the Daily Official List on that day.

6.  Historical pro-forma combined net revenue is derived from last published reported annual accounts as referred to in paragraph 1 above.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

PART A - Director irrevocable undertakings

The Arden Directors have each given an irrevocable undertaking in respect of their own beneficial holding of Arden Shares to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if applicable, to accept an Offer to implement the Acquisition) as set out below:

Name of Arden Director	Number of Arden Shares	Percentage of Arden issued share capital (excluding Treasury Shares) (%)
Mark Ansell	155,160	0.5
Donald Brown	736,008	2.6
Alistair Currie	100,000	0.3
Steve Douglas	467,352	1.6
James Reed-Daunter	2,943,176	10.1
Totals	4,401,696	15.1

PART B - Non- Director shareholder irrevocable undertakings

The following Arden Shareholders have also each given an irrevocable undertaking in respect of their own beneficial holding of Arden Shares to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if applicable, to accept an Offer to implement the Acquisition) as set out below:

Name of Arden Shareholder	Number of Arden Shares	Percentage of Arden issued share capital (excluding Treasury Shares) (%)
Employee Benefit Trust	3,635,000	12.5
Richard Day	1,368,706	4.7
Alasdair Locke	1,365,559	4.7
Robert Griffiths	1,100,000	3.8
Tony Bartlett	1,066,798	3.7
Totals	8,536,063	29.4

Notes:

1.  The Arden Shares referred to in the tables set out at Part A and Part B of this Appendix 3 above are either held by such Arden Director/Shareholder directly or held via a nominee. In each case, such Arden Director/Shareholder has undertaken to vote itself, or to direct (and to use all reasonable endeavours to procure) that the relevant nominee votes, in favour of the Scheme (or, if applicable, to accept the Offer).

2.  The percentages in the table above have been rounded up to one decimal place.

3.  The undertakings detailed in this Appendix 3 cease to be binding only if:

a.  Ince announces that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced in accordance with Rule 2.7 of the Takeover Code at the same time;

b.  the Scheme Document is not published within 28 days of this Announcement being released (or such later date as agreed with the Panel but in any event not being longer than six weeks);

c.  the Acquisition lapses or is withdrawn; or

d.  the Acquisition has not become Effective by 11:59 pm on the Long-Stop Date.

4.  The undertakings detailed in this Appendix 3 will remain binding in the event of a competing offer.

APPENDIX 4

QUANTIFIED FINANCIAL BENEFITS STATEMENT

Part A

Paragraph 4 of this Announcement (Potential Synergies) contains statements of estimated financial synergies arising from the Acquisition (the "Quantified Financial Benefits Statement").

The text of the Quantified Financial Benefits Statement is set out below:

"The Ince Board expects recurring run-rate pre-tax cost synergies of approximately £1 million per annum will be achieved within three years of completion of the Acquisition.

The constituent elements of the quantified cost synergies, which are expected to originate from the cost bases of both Ince and Arden include:

· Avoidance of duplication of property costs, with the Enlarged Group operating from a single head office location, alongside Ince's other existing national and international offices, representing approximately 20 per cent. of the run rate savings.

· Harmonisation of operating models where savings are envisaged from alignment of third party service providers and IT systems, representing approximately 25 per cent. of the run-rate savings.

· Other areas of overlap including the elimination of duplication in listed public company costs and service and support costs, representing approximately 55 per cent. of the run-rate savings.

Dis-synergies have been considered in quantifying the net impact of the synergy benefits and are not expected to be material.

It is envisaged that the realisation of the quantified cost synergies will result in one-off integration cash costs of approximately £76,000 in aggregate.

The identified synergies will accrue as a direct result of the Acquisition and would not be achieved on a standalone basis.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out below."

Bases of belief

Following commencement of discussions regarding the Acquisition, a synergy development team was established at Ince to evaluate and assess the potential synergies available for the integration. The Ince team has engaged with key members of Arden's senior management on the development of the cost synergy plan and identifying areas of potential savings.

The Ince synergy assessment was led by senior personnel. The Ince team worked with senior subject matter experts in areas within the Ince business to identify integration initiatives and estimate the timing and quantum of cost savings available.

In preparing the Quantified Financial Benefits Statement, both Ince and Arden have shared certain operating and financial information to facilitate a detailed analysis in support of evaluating the potential synergies available from the Acquisition. In circumstances where data has been limited for commercial or other reasons, the Ince team has made estimates and assumptions to aid its development of individual synergy initiatives.

In arriving at the Quantified Financial Benefits Statements, the Ince Directors have assumed:

· No material change in macroeconomic, political, legal or regulatory conditions in the markets and regions in which Ince and Arden operate;

· No significant impact on the underlying operations of either business from the Acquisition;

· No material change in foreign exchange rates; and

· No material divestments from either the Ince or Arden existing businesses.

The baselines used for the quantified cost synergies were:

· For Ince: operating expenses for the 12 months ended 31 March 2021; and

· For Arden: projected full year operating expenses for the financial year ending 31 October 2021.

Reports

As required by Rule 28.1(a) of the Takeover Code, BDO LLP, as reporting accountants to Ince, has provided a report stating that, in its opinion, the Quantified Financial Benefits Statement has been properly compiled on the basis stated. In addition Arden, as financial adviser to Ince, has provided a report stating that, in its view, the Quantified Financial Benefits Statement has been prepared with due care and consideration. Each of BDO LLP and Arden have given and not withdrawn their consent to the publication of their reports in this Announcement in the form and context in which they are included.

Notes

These statements are not intended as a profit forecast and should not be interpreted as such. These statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies and which may in some circumstances be subject to consultation with employees or their representatives. As a result, the cost savings and synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Neither these statements nor any other statement in this Announcement should be construed as a profit forecast or interpreted to mean that the Enlarged Group's earnings in the first full year following implementation of the Acquisition, or in any subsequent period, would necessarily match or be greater than or be less than those of Ince or Arden for the relevant preceding financial period or any other period. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost savings may be materially greater or less than those estimated.

Part B

Report from BDO LLP

The Directors

The Ince Group plc

Aldgate Tower

2 Leman Street

London E1 8QN

Arden Partners plc (the "Financial Adviser")

125 Old Broad Street

London EC2N 1AR

26 October 2021

Dear Sir or Madam

The Ince Group plc (the "Company")

Proposed acquisition of Arden (the "Target")

We report on the statement made by the directors of the Company (the "Directors") regarding estimated quantified financial benefits and set out on in paragraph 4 (Potential Synergies) of the announcement prepared and issued by the Company in connection with Rule 2.7 of the City Code on Takeovers and Mergers (the "Takeover Code") (respectively, the "Statement" and the "Announcement") and the basis of preparation of the Statement set out in Part A of Appendix 4 to the Announcement. 

This report is required by Rule 28.1(a)(i) of the City Code on Takeovers and Mergers (the "Takeover Code") and is given for the purpose of complying with that rule and for no other purpose.

Responsibility

It is the responsibility of the directors of the Company (the "Directors") to prepare the Statement, the basis of preparation of the Statement and notes to the Statement in accordance with the requirements of Rule 28 of the Takeover Code. 

It is our responsibility to form an opinion, as required by Rule 28.1(a)(i) of the Takeover Code, as to whether the Statement has been properly compiled on the basis stated and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under Rule 28.1(a)(i) of the Takeover Code to any person as and to the extent there provided (including to the shareholders of the Company), to the fullest extent permitted by the law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2 of the Takeover Code, consenting to its inclusion in the Announcement.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Statement, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Basis of preparation

The Statement has been prepared on the basis stated Part A of Appendix 4 to the Announcement.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board.

The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of considering whether the Statement has been accurately computed based upon bases of belief (including the principal assumptions and sources of information summarised in the notes to the Statement). Whilst the bases of belief (and the principal assumptions and sources of information summarised in the notes to the Statement) are the responsibility of the Directors, we considered whether there was anything to indicate whether the bases of belief (or principal assumptions or sources of information summarised in the notes to the Statement) adopted by the Directors which, in our opinion, are necessary for a proper understanding of the Statement, have not been disclosed or if any of the bases of belief (or principal assumptions or sources of information summarised in the notes to the Statement) made by the Directors appears to us to be  unrealistic. This involved discussing the Statement together with the bases of belief supporting the Statement (including the principal assumptions and sources of information summarised in the notes to the Statement) with the Directors and those officers and employees of the Company who developed the underlying plans. We have also discussed with the Financial Adviser. The Statement is subject to uncertainty as described in the Notes set out in Part A of Appendix 4 to the Announcement.

We planned and performed our work so as to obtain the information and explanations which we considered necessary in order to provide us with reasonable assurance that the Statement has been properly compiled on the basis stated.

We do not express any opinion as to the achievability of the cost savings estimated by the Directors of the Company in the Statement.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions outside the United Kingdom and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion the Statement by the Company has been properly compiled on the basis stated.

Yours faithfully

BDO LLP

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)

Part C

Report from Arden Partners plc

The Directors

The Ince Group plc

Aldgate Tower

2 Leman Street

London E1 8QN

26 October 2021

Dear Directors,

Quantified Financial Benefits Statement by Ince Group plc ("Ince") in relation to the recommended all-share acquisition (the "Acquisition") of Arden Partners plc ("Arden") by Ince Group plc ("Ince").

We refer to the Quantified Financial Benefits Statement, the bases of belief thereof and the notes thereto (together, the "Statement") as set out in Part A of Appendix 4 of the announcement to be released on • October 2021 pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") (the "Announcement"), for which the board of directors of Ince (the "Directors") are solely responsible under Rule 28.1(a)(ii) of the Code.

We have discussed the Statement (including the assumptions and sources of information referred to therein), with the Directors and those officers and employees of Ince who developed the underlying plans. The Statement is subject to uncertainty as described in the Announcement and our work did not involve an independent examination of any of the financial or other information underlying the Statement.

We have relied upon the accuracy and completeness of all the financial and other information provided to us by or on behalf of Ince, or otherwise discussed with or reviewed by us, and we have assumed such accuracy and completeness for the purposes of providing this letter.

We do not express any view as to the achievability of the quantified financial benefits identified by the Directors.

We have also reviewed the work carried out by BDO LLP and have discussed with them the opinion set out in the Announcement addressed to you and us on this matter. This letter is provided to you solely in connection with Rule 28.1(a)(ii) of the Code and for no other purpose. We accept no responsibility to Ince or its shareholders or any person other than the Directors in respect of the contents of this letter. We are acting exclusively as financial advisers to Ince and no one else in connection with the Acquisition and it was for the purpose of complying with Rule 28.1(a)(ii) of the Code that Ince requested Arden to prepare this report on the Statement. No person other than the Directors can rely on the contents of this letter, and to the fullest extent permitted by law, we exclude all liability (whether in contract, tort or otherwise) to any other person, in respect of this letter, its contents or the work undertaken in connection with this letter or any of the results that can be derived from this letter or any written or oral information provided in connection with this letter, and any such liability is expressly disclaimed except to the extent that such liability cannot be excluded by law.

On the basis of the foregoing we consider that the Statement, for which you as the Directors are solely responsible, has been prepared with due care and consideration.

Yours faithfully,

Arden Partners plc

APPENDIX 5

DEFINITIONS

Acquisition	the proposed acquisition of the entire issued and to be issued share capital of Arden by Ince, to be effected by the Scheme as described in this Announcement (or by the Offer under certain circumstances described in this Announcement)
Admission	the admission of the New Shares to trading on AIM
AIM	the market of that name operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange
AIM Rules for Nominated Advisers	the AIM Rules for Nominated Advisers published by the London Stock Exchange
Announcement	this announcement made pursuant to Rule 2.7 of the Takeover Code
Arden	Arden Partners plc, incorporated in England and Wales with registered number 04427253
Arden Board	the board of directors of Arden
Arden Directors	the directors of Arden from time to time and Arden Director means any one of them
Arden Dividend	as defined in paragraph 5 of this Announcement
Arden Employee Benefit Trust	the Arden Partners plc Employee Benefit Trust established on 1 November 2004
Arden Equalisation Dividend	as defined in paragraph 5 of this Announcement
Arden Group	Arden and its subsidiaries and subsidiary undertakings from time to time
Arden Shares	ordinary shares of 10 pence each in the capital of Arden
Arden Shareholders	the registered holders of Arden Shares from time to time
Arden Share Plan	the Arden Partners plc Employee Share Option Plan 2013
Arden SIP	the Arden Partners plc Share Incentive Plan 2018
Arden 2020 Report & Accounts	the full year results of the Arden Group for the year ended 31 October 2020
Articles	the articles of association of Arden
Board of the Enlarged Group	the Board of Ince immediately following completion of the Acquisition
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London
Cattaneo	Cattaneo Corporate Finance Solutions Limited, independent Rule 3 adviser to Arden
Closing Price	the closing middle market quotation of a share derived from the AIM Appendix to the Daily Official List of the FCA on that day
Companies Act or the Act	the United Kingdom Companies Act 2006, as amended from time to time
Conditions	the conditions to the implementation of the Scheme as set out in Appendix I to this Announcement
Court	the High Court of Justice, Business and Property Courts of England and Wales, Companies Court
Court Hearing	the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof
Court Meeting	the meeting (or any adjournment, postponement or reconvention thereof) of the Scheme Shareholders (or the relevant class or classes thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification)
Court Order	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act
CREST	the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations)
Dealing Disclosure	has the same meaning as in Rule 8 of the Code
Disclosed	the information fairly disclosed by, or on behalf of Arden: (a)  in the Arden 2020 Annual Report and Accounts; (b)  in the interim results announcement of the Arden Group for the six month period to 30 April 2021; (c)  in this Announcement; (d)  in any other public announcement made by, or on behalf of, Arden in accordance with the Market Abuse Regulation, the AIM Rules, or the Disclosure Guidance and Transparency Rules (as applicable) since 30 April 2021 and prior to the date of this Announcement; or (e)  in writing prior to the date of this Announcement by or on behalf of Arden to Ince (or its respective officers, employees, agents or advisers in their capacity as such)
Disclosure Table	the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk
Disclosure Guidance and Transparency Rules	the disclosure guidance and transparency rules made by the FCA pursuant to section 73A of FSMA, as amended from time to time
Effective	in the context of the Acquisition: (a)  the Scheme having become effective pursuant to its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b)  if the Acquisition is implemented by way of an Offer, such Offer having been declared and become unconditional in all respects in accordance with the requirements of the Takeover Code
Effective Date	the date upon which: (a) the Scheme becomes Effective; or (b) if Ince elects and the Takeover Panel consents to implement the Acquisition by way of an Offer, the Offer becomes or is declared unconditional in all respects
Enlarged Group	the Ince Group as enlarged by the Acquisition following the Scheme becoming Effective
Euroclear	Euroclear UK & Ireland Limited
Exchange Ratio	7 New Shares in exchange for 12 Arden Shares
Excluded Shares	any Arden Shares at the Scheme Record Time: (a)  of which Ince or any member of the Wider Ince Group is the registered holder; (b)  which are beneficially owned by Ince or any member of the Wider Ince Group; (c)  which Arden and Ince agree in writing will not be subject to the Scheme; or (d)  held by Arden in treasury
FCA	the UK Financial Conduct Authority or its successor firm
FSMA	the Financial Services and Markets Act 2000 (as amended, modified, re-enacted or replaced from time to time)
General Meeting	the general meeting (or any adjournment, postponement or reconvention thereof) of Arden Shareholders to be convened in connection with the Scheme
Ince	The Ince Group Plc, incorporated in England and Wales with registered number 03744673
Ince Board	the board of directors of Ince
Ince Corporate Finance	the existing corporate finance business of the Ince Group
Ince Directors	the directors of Ince from time to time and Ince Director means any one of them
Ince Dividend	as defined in paragraph 5 of this Announcement
Ince Group	Ince and its subsidiaries and subsidiary undertakings
Ince Shares	the ordinary shares of one pence each in the capital of Ince (including, if the context requires, the New Shares)
Ince Shareholders	the registered holders of Ince Shares from time to time
Latest Practicable Date	25 October 2021, being the latest practicable date prior to the publication of this Announcement
London Stock Exchange	London Stock Exchange plc
Long Stop Date	30 June 2022 or such later date (if any) as Ince and Arden may, with the consent of the Takeover Panel, agree and (if required) the Court may allow
Market Abuse Regulation	The Market Abuse Regulation (2014/596/EU) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018
New Shares	the new Ince Shares to be issued fully paid to the Scheme Shareholders pursuant to the Scheme (and any other Arden Shares which are issued after the Scheme becomes Effective)
Non-Disclosure Agreement	the mutual non-disclosure agreement entered into by Ince and Arden on 13 September 2021, as described in paragraph 13 of this Announcement
Offer	should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006, the recommended offer to be made by or on behalf of Ince to acquire the entire issued and to be issued ordinary share capital of Arden and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
Offer Document	should the Acquisition be implemented by means of an Offer, the document to be sent to Arden Shareholders which will contain, inter alia, the full terms and conditions of the Offer
Offer Period	the period commencing on 26 October 2021 and ending on the earlier of the date on which the Scheme becomes Effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide)
Opening Position Disclosure	has the same meaning as in Rule 8 of the Takeover Code
Panel	The Panel on Takeovers and Mergers
Quantified Financial Benefits Statement	the quantified financial benefits statement contained in Part A of Appendix 4 to this Announcement
Registrar of Companies	the Registrar of Companies in England and Wales
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755)
Resolution	the special resolution to be proposed by Arden at the General Meeting in connection with, among other things, the approval of the Scheme, the alteration of the Arden Articles and such other matters as may be necessary to implement the Scheme
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act between Arden and the Scheme Shareholders (the full terms of which are set out in the Scheme Document), with or subject to any modification, addition or condition which Ince and Arden may agree, and if required, the Court may approve or impose
Scheme Document	the document to be sent to (among others) Arden Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and General Meeting
Scheme Record Time	the time and date specified in the Scheme Document expected to be 6.00 pm on the Business Day falling on the date of the Court Hearing
Scheme Shareholders	holders of Scheme Shares
Scheme Shares	the Arden Shares: (a)  in issue as at the date of the Scheme Document; (b)  (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and (c)  (if any) issued at or after the Voting Record Time but at or prior to the Scheme Record Time, in respect of which the original or any subsequent holders thereof will be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be so bound, in each case, remaining in issue at the Scheme Record Time but excluding any Excluded Shares
Substantial Interest	in relation to an undertaking, a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital of such undertaking
Takeover Code	the City Code on Takeovers and Mergers
Third Party	has the meaning set out in Condition (I)
Treasury Shares	those Arden Shares held by Arden as treasury shares (within the meaning of the Companies Act), and comprising 4,304,724 Arden Shares at the Latest Practicable Date
uncertificated or in uncertificated form	registered as being held in uncertificated form in CREST and title to which, by virtue if the Regulations, may be transferred by means of CREST
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States or US	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
US Exchange Act	The US Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder
US Securities Act	The US Securities Act of 1933, and the rules and regulations promulgated thereunder
Voting Record Time	6.30 pm on the day which is two Business Days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.30 pm on the day which is two Business Days before the date set for the adjourned Court Meeting
Wider Arden Group	Arden and the subsidiaries and subsidiary undertakings of Arden and associated undertakings (including any body corporate, joint venture, partnership, firm or company in which any member of the Arden Group is interested or any undertaking in which Arden and such undertakings (aggregating their interests) have a Substantial Interest)
Wider Ince Group	Ince and the subsidiaries and subsidiary undertakings of Ince and associated undertakings (including any body corporate, joint venture, partnership, firm or company in which any member of the Ince Group is interested or any undertaking in which Ince and such undertakings (aggregating their interests) have a Substantial Interest)
£ or Sterling or pounds sterling or pence or GBP	the lawful currency of the United Kingdom

In this Announcement:

(i)  all references to time are to London time unless otherwise stated;

(ii)  references to the singular include the plural and vice versa, unless the context otherwise requires;

(iii)  'subsidiary', 'subsidiary undertaking' and 'parent undertaking' have the meanings set out in the Companies Act; and

(iv)  all references to statutory provisions or laws or to any order or regulation will be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

 

END

 

 

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