Update regarding the NOMAD condition
On 26 October 2021, the boards of Ince and Arden announced that they had reached agreement on the terms of a recommended all share offer by Ince for the entire issued and to be issued share capital of Arden (the “Acquisition”), to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).
A document containing full details of the terms and conditions of the Scheme and the Acquisition (the “Scheme Document”) was published on 20 December 2021. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.
On 19 January 2022, Arden announced that, at the Court Meeting and the General Meeting convened for that date in connection with the Scheme, all resolutions proposed were passed by the requisite majorities. On 21 January 2022, Arden announced that it had received approval from the FCA of the Change of Control in accordance with section 185 of the FSMA.
The NOMAD condition
A condition of the Scheme was London Stock Exchange determining that, following the Change of Control, Arden remains eligible to act as a Nominated Adviser in accordance with the AIM Rules for Nominated Advisers (NOMAD condition).
To remain eligible to act as a Nominated Adviser to its existing and potential new clients following the Change of Control, Arden was required to make a new application for approval of its Nominated Adviser status. London Stock Exchange, as part of its consideration of that application, has considered whether Ince, as the new controller of Arden, satisfies the eligibility criteria for Nominated Adviser status in its own right. As noted in the Scheme Document, London Stock Exchange has consistently informed Arden that, noting the requirements of the eligibility criteria, there was a significant risk to Arden’s continued Nominated Adviser status should the Change of Control occur.
The Board of Ince notes the announcement today by Arden that on 6 April 2022, London Stock Exchange notified Arden that its NOMAD application in relation to the Change of Control had not been approved. Accordingly, Arden will not remain eligible to act as a Nominated Adviser in accordance with the AIM Rules for Nominated Advisers in the event of the Change of Control.
The Board of Ince has entered into discussions with the Board of Arden regarding the implications of London Stock Exchange’s decision on the Acquisition and will provide a further update to shareholders as soon as practicable.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.
The Ince Group plc
Adrian Biles, Group Chief Executive
Simon Oakes, Chief Financial Officer
About The Ince Group plc
The Ince Group is a dynamic international legal and professional services business with offices in nine countries across Europe, Asia and the Middle East. With over 700 people, The Ince Group delivers legal advice, strategic guidance and business solutions to clients ranging from the world’s oldest and biggest businesses operating across numerous industries to ultra-high net worth individuals. Through its entrepreneurial culture and “one firm” approach, the business offers its clients over 150 years of experience, insight and relationships. The Group is driven by a unique team of passionate people whose broad expertise and deep sector specialisms provide their clients with solutions to all their complex legal and strategic needs.
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