RNS Number : 3427A
Arden Partners plc
29 March 2012
 



Arden Partners plc ("Arden" or the "Company")

 

AGM Statement and Commencement of Offer Period

 

Lord Flight, Chairman of Arden, will deliver the following statement at the Company's Annual General Meeting which is being held at 11am today, 29 March 2012.

 

Trading for the first four months of the year has been satisfactory and is an improvement on our cautious internal budget.  The Board remains cautious of both the global economic outlook, challenged by the sharp rise in the price of oil and of further and potentially even more serious problems in the Eurozone area; where the fundamental issue of the un-competitiveness of Southern European economies and the consequent trade imbalances remains.

 

While the pipeline of corporate finance work is satisfactory, deliverability in the second half remains uncertain. 

 

For Arden and its broker peer group, the development of electronic trading platforms has changed the operating model for the future.

 

The Board continues to focus on tight control of overheads but has had the opportunity to recruit selectively in key areas at competitive levels of remuneration.

 

With a reduced overhead base, a strong balance sheet and our UK and Global franchises, Arden remains relatively well placed amongst its surviving peer group, but the sector as a whole continues to face tough trading conditions.

 

The Non-Executive Board of Arden also announces that it has received a preliminary approach from Grahame Whateley, a former Non Executive Director of the Company, which may or may not lead to an offer being made for the whole of the issued and to be issued share capital of the Company.  The preliminary approach comprises a cash offer of 37p, representing a small premium to the current share price, or a partial share alternative entitling shareholders to receive shares, in consideration for their shares in Arden, in a new private company incorporated for the purposes of acquiring Arden.

 

There can be no certainty that a formal offer will be made for the Company or the terms on which such an offer may be made.  This announcement is being made with the prior agreement and approval of Grahame Whateley.

 

In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), Grahame Whateley must, by not later than 5.00 p.m. on 26 April 2012, being the 28th day following the date of this announcement, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.  This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

 

In accordance with Rule 2.10 of the Code, the Company confirms that, as at the close of business on 28 March 2012, its issued share capital consisted of 27,128,362 ordinary shares with a nominal value of 10 pence each ("Ordinary Shares"), of which 2,372,768 Ordinary Shares are held in treasury, leaving a balance of 24,755,594 Ordinary Shares with voting rights. The International Securities Identification Number for the Ordinary Shares is GB00B15CTY44.

 

A further announcement will be made in due course, as appropriate.

 

Enquiries:

 

Arden Partners plc

Lord Flight - Chairman

 

Tel: +44 (0)20 7222 7559

Altium

Phil Adams / Sam Fuller

 

Tel: +44 (0)20 7484 4040

Buchanan

Mark Edwards / Nicola Cronke

Tel: +44 (0)20 7466 5000

 

Altium Capital Limited ("Altium") which is regulated in the United Kingdom by The Financial Services Authority is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Altium or for providing advice in relation to the matters described in this announcement.

 

Dealing Disclosure Requirements

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror, must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30pm (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 paper 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

The defined terms used in this section "Dealing Disclosure Requirements" are defined in the Code which can be found on the Panel's website.

 

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at http://www.arden-partners.co.uk by no later than 12 noon (London time) on 30 March 2012, being the date following the date of this announcement.

 

 

 


This information is provided by RNS
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