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ARDN Arden Partners Plc

15.50
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Arden Partners Plc LSE:ARDN London Ordinary Share GB00B15CTY44 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 15.50 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Arden Partners plc Proposed Placing (7718H)

12/06/2017 7:01am

UK Regulatory


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TIDMARDN

RNS Number : 7718H

Arden Partners plc

12 June 2017

12 June 2017

THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPIX DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF ARDEN PARTNERS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

Arden Partners plc

("Arden" or the "Company")

Proposed placing to raise approximately GBP5.0 million

Confirmation of Board changes

Highlights:

-- Further to its announcement on 25 May 2017, Arden, the institutional stockbroker, is pleased to announce i) that the appointment of Donald Brown at the Chief Executive Officer of the Company has received regulatory approved; and ii) additional details of its intention to place new ordinary shares of 10 pence each in the Company (the "Placing Shares") with institutional and other investors to raise, subject to the satisfaction of certain conditions, approximately GBP5.0 million (before expenses) (the "Placing").

-- The Placing is to be conducted by way of an accelerated bookbuilding process (the "Bookbuild") which will commence immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement.

-- The Issue Price, the number of Placing Shares and the aggregate proceeds to be raised through the Placing will be finally determined following completion of the Bookbuild. A further announcement in respect of those details will be made following completion of the Bookbuild.

-- It is intended that the net proceeds of the Placing will used to further strengthen the Arden balance sheet.

-- Completion of the Placing is subject, inter alia, to Shareholder approval, which will be sought at the General Meeting to be held at 125 Old Broad Street, London EC2N 1AR at 10.00 a.m. on 29 June 2017.

-- A circular containing further details of the Placing and including the Notice of General Meeting (the "Circular") is expected to be posted to Shareholders later today and will thereafter be available on the Company's website at www.arden-partners.com

 
 Expected timetable:                               2017 
 Announcement of the Placing, Bookbuild    7.00 a.m. on 
  commences                                     12 June 
 Posting of the Circular and Form               12 June 
  of Proxy 
 Latest time and date for receipt         10.00 a.m. on 
  of Forms of Proxy for the General             27 June 
  Meeting 
 Time and date of General Meeting         10.00 a.m. on 
                                                29 June 
 Admission and commencement of             8.00 a.m. on 
  dealings in the Placing Shares                30 June 
 

Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.

Arden's Chief Executive Officer, Donald Brown, commented:

"I look forward with great enthusiasm to working with the team at Arden, to grow our existing franchise on a platform which will allow us to further develop relationships with both our institutional and corporate clients. The Placing will assist us in achieving our goals."

Further information on the Placing is included in the section headed 'Additional Information' below. Attention is also drawn to the section headed 'Important Information' and the terms and conditions of the Placing (representing important information for Placees only) in the Appendix to this Announcement.

Capitalised terms used but not defined in this Announcement shall have the meanings given to such terms in the Appendix to this Announcement.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For further information please contact:

 
 Arden Partners plc             Tel: +44 (0) 20 7614 
  Stephen Wassell (Chief                        5900 
  Operating Officer) 
 GCA Altium Limited (NOMAD)     Tel: +44 (0) 20 7484 
  Sam Fuller / Tim Richardson                   4040 
 

ADDITIONAL INFORMATION

   1.       Introduction 

On 25 May 2017 the Company announced the appointment of Donald Brown as Chief Executive Officer (designate) of the Company, subject to regulatory approval, and its intention to conduct a placing of new Ordinary Shares to raise approximately GBP5.0 million (before expenses).

The Company is today announcing receipt of the regulatory approvals for Donald Brown's appointment and further details of the Placing, which is intended to strengthen the Company's balance sheet and to better position it to address the significant market opportunities identified by the Directors.

Currently the Directors do not have sufficient authorities to allot Placing Shares to the Placees without the need first to offer the Placing Shares to existing Shareholders. Accordingly, the Placing is conditional upon the Company, among other things, obtaining approval from Shareholders to empower the Directors to allot the Placing Shares pursuant to the Placing and to disapply statutory pre-emption rights in respect of such allotment. Following the Placing, it is proposed to convene a General Meeting at which the Resolutions will be put to Shareholders for this purpose.

The Placing, which is subject to the terms and conditions set out in the Appendix to this Announcement, is conditional, inter alia, on the passing of the Resolutions at the General Meeting expected to be held at 10.00 a.m. on 29 June 2017, Notice of which will be given in the Circular.

In the event that the Resolutions are not passed, the Placing will not proceed.

The Board believes that raising equity finance using the flexibility provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time.

   2.       Background to, and reasons for, the Placing 

The Board believes that the Company has in place a solid platform from which to grow. It also believes that the recent appointment of Donald Brown as Chief Executive Officer will provide fresh impetus to the Company to take advantages of identified growth opportunities.

Arden's goal is to facilitate relationships between ambitious management teams of high quality companies and the institutional fund market and the Board believes that the additional strength that the net proceeds of the Placing provide the Company's balance sheet will assist Arden management to more effectively market this proposition.

In addition, the Placing is expected to introduce additional Shareholders to the Company's register, providing a broader base from which to support it's future growth.

   3.       Half Year results and current trading 

The Company has also announced today its unaudited results for the six months ended 30 April 2017 (the "Interim Announcement"). The Interim Announcement highlighted a loss before tax of GBP1.3 million (2016: GBP0.7 million) on revenue of GBP2.9 million (2016: GBP2.7 million). The Group's Tier 1 capital adequacy ratio as at 30 April 2017 was 367 per cent.

The Interim Announcement contained the following statement on current trading by James Reed-Daunter, the outgoing Chief Executive Officer of the Company:

"After a disappointing first half we are currently active on a number of corporate mandates and I look forward to the second half with confidence."

   4.       Confirmation of Board changes 

Further to its announcement on 25 May 2017, the Company is pleased to confirm that the appointment of Donald Brown as Chief Executive Officer of the Company has received the requisite regulatory approvals. Therefore, with immediate effect, Donald Brown has been appointed to the Board.

The Company confirms that James Reed-Daunter will continue to serve on the Board as an Executive Director and that Jonathan Keeling and Stephen Wassell will step down from the Board (both remaining with the Company) following the conclusion of the General Meeting , expected to be held at 10.00 a.m. on 29 June 2017.

   5.       Details of the Placing 

The Company is proposing to raise approximately GBP5.0 million (before expenses) pursuant to the Placing. The Placing will be conducted by the Company in accordance with the terms and conditions set out in the Appendix to this Announcement. The Placing is being conducted through an accelerated bookbuilding process which will commence immediately following this Announcement.

The Bookbuild will determine final demand for and participation in the Placing. The timing of the closing of the Bookbuild is at the absolute discretion of the Company, but is expected to be no later than 4.30 p.m. today, 12 June 2017. The allocations will be determined by the Company in its absolute discretion and will be confirmed orally or by email by the Company following the close of the Bookbuild. A further announcement will be made following the completion of the Bookbuild (the "Bookbuild Announcement").

The Placing Shares will not be offered generally to the Company's existing Shareholders on a pre-emptive basis. Participation in the Placing will generally be limited to certain qualifying institutional investors who are invited, and who choose, to participate. The Placing Shares are not being made available to the public and are not being offered or sold in, into or from the United States of America, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so. The Placing is not being underwritten.

Luke Johnson, James Reed-Daunter, Donald Brown and Stephen Wassell, all of whom are Directors, have indicated an intention to subscribe for Placing Shares pursuant to the Placing (the "Directors' Participation"). In the event the Directors Participation proceeds, it would constitute a related party transaction for the purpose of the AIM Rules.

Jonathan Keeling and Mark Ansell, being the Independent Directors, having consulted with GCA Altium, the Company's nominated adviser, consider that the terms of the Directors Participation (should it proceed) would be fair and reasonable in so far as Shareholders are concerned.

Further details of the Directors Participation will be included in the Bookbuild Announcement.

The Directors believe that the Placing is the most cost effective and certain method to raise funds at this time, avoiding the significant costs and uncertainty of a full public offer requiring a prospectus, and which also facilitates the diversification of the Company's institutional shareholder base. The Directors consider that the potential long-term value creation benefit to Shareholders arising from the application of the net Placing proceeds outweighs the dilutive effects of the Placing.

Currently the Directors have insufficient authorities in place to allot the Placing Shares to the Placees without first offering them to existing Shareholders. Accordingly, the Placing is conditional inter alia upon the Company obtaining approval from Shareholders to empower the Directors to allot the Placing Shares pursuant to the Placing and to disapply statutory pre-emption rights in respect of such allotment.

The Placing Shares will be subject to the Articles, will be issued credited as fully paid, will rank in full for all dividends and other distributions declared, made or paid after Admission and will otherwise rank on Admission pari passu in all respects with the Existing Ordinary Shares.

Completion of the Placing is conditional upon:

   (i)            the approval of the Resolutions at the General Meeting; and 

(ii) Admission becoming effective by no later than 8.00 a.m. on 30 June 2017 (or such later time and / or date as the Company may specify by an announcement to a Regulatory Information Service, being not later than 8.00 a.m. on 31 July 2017).

The Placing may be terminated by the Company, following consultation with GCA Altium, in the event of, inter alia, a material adverse change in the financial or trading condition of the Group.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction of the Conditions, it is expected that Admission will be effective and trading in the Placing Shares will commence at 8.00 a.m. on 30 June 2017.

The Appendix to this Announcement (which forms a part of this Announcement) contains the detailed terms and conditions of the Placing.

   6.       Principal risks and uncertainties 

A description of the principal risks and uncertainties associated with the Group's business and how the Group seeks to manage them is included in the Chairman's statement on page 2 of the Group's Annual Report and Accounts for the year ended 31 October 2016. The Board is of the view that these principal risks and uncertainties are those which continue to be applicable to the Company at the date of this Announcement.

   7.       General Meeting 

The Circular will contain a Notice convening the General Meeting to be held at 125 Old Broad Street, London EC2H 1AR at 10.00 a.m. on 29 June 2017 at which the Company is proposing that Shareholders pass the Resolutions in order to:

   --           provide sufficient authority to the Board to issue the Placing Shares; and 

-- provide authority to the Board to allow the Placing Shares to be issued free of pre-emption rights.

Shareholders will find enclosed with the Circular a Form of Proxy for use at the General Meeting. Whether or not a Shareholder intends to attend the General Meeting, he or she is strongly encouraged to complete, sign and return the Form of Proxy in accordance with the instructions printed on it.

The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

In the event that the Resolutions are not passed, the Placing will not proceed.

   8.       Admission, settlement and CREST 

Application will be made to the London Stock Exchange for the Admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 30 June 2017 and that dealings in the Placing Shares will commence at that time.

The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Existing Ordinary Shares are already admitted to CREST and therefore the Placing Shares will also be eligible for settlement in CREST. CREST is a voluntary system and Shareholders who wish to retain certificates will be able to do so upon request. The Placing Shares due to uncertificated holders are expected to be delivered in CREST on 30 June 2017.

   9.       Directors' recommendation 

The Directors intend unanimously to recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their aggregate shareholdings of 7,504,083 Existing Ordinary Shares representing approximately 38.56 per cent. of the Existing Issued Share Capital.

IMPORTANT INFORMATION

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

GCA Altium, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the Placing and is not acting for any other persons in relation thereto. GCA Altium is acting exclusively for the Company and for no one else 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 clients of GCA Altium, or for providing advice in relation to the contents of this Announcement or any matter referred to in it. The responsibilities of GCA Altium as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of a decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by GCA Altium or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The Placing Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

APPIX

TERMS AND CONDITIONS OF THE PLACING

(IMPORTANT INFORMATION FOR PLACEES ONLY CONCERNING THE PLACING)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN OR INTO WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY ARDEN PARTNERS PLC ("ARDEN") WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE"PROSPECTUS DIRECTIVE") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing (as defined below) is being made solely outside the United States to persons in offshore transactions (as defined in Regulation S) meeting the requirements of Regulation S. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by Arden or any Arden Affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Arden is authorised and regulated in the United Kingdom by the FCA and is not acting for any Placee or any other third party in connection with the Placing and will not be responsible to anyone for providing the protections afforded to clients of Arden or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.

A Circular explaining the background to and reasons for the Placing and containing the Notice of General Meeting is expected to be posted to shareholders later today. A copy of the Circular and the Notice of General Meeting will thereafter be made available on the Company's website: www.arden-partners.com.

Details of the Placing Shares

The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with each other and with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM. Subject to the satisfaction of the Conditions, it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 30 June 2017.

Bookbuild

Commencing today, Arden will be conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, Arden will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may determine in its absolute discretion. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares. The Placing is not being underwritten.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Arden. Arden and Arden Affiliates are entitled to participate as Placees in the Bookbuilding Process.

The Bookbuilding Process will establish a single price per Placing Share in pounds sterling (the "Issue Price") payable to Arden by all Placees whose bids are successful.

The book for the Placing will open with immediate effect. The Bookbuilding Process is expected to close not later than 4.30 p.m. (London) today, but may be closed at such earlier or later time as Arden may, in its absolute discretion, determine. A further announcement will be made following the close of the Bookbuilding Process detailing the Issue Price at which the Placing Shares are being placed along with the precise number of shares to be subscribed for by the Placees at the Issue Price (the "Pricing Announcement").

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with Arden's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Arden. If successful, Arden will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Arden's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of Arden pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price set out in the Pricing Announcement and otherwise on the terms and subject to the conditions set out herein and in accordance with Arden's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Arden. The terms of this Appendix will be deemed incorporated in that trade confirmation.

Arden reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Arden also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Arden.

Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Arden to pay to Arden (or as Arden may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.

To the fullest extent permissible by law, none of Arden, any Arden Affiliate nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Arden, any Arden Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Arden may in its sole discretion determine.

All obligations of Arden under the Placing will be subject to fulfilment of the Conditions.

Conditions of the Placing

The Placing is conditional upon Arden's shareholders passing the Resolutions at the General Meeting to approve the allotment and issue of the Placing Shares at the Issue Price and Admission occurring not later than 8.00 a.m. on 30 June 2017 or such later date and/or time as Arden may specify by an announcement to a Regulatory Information Service (but in any event not later than 8.00 a.m. on 31 July 2017) (the "Conditions").

If the Conditions are not fulfilled, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither Arden, nor any Arden Affiliate shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate".

Right to terminate

Arden may, at any time before Admission and in its absolute discretion, terminate the Placing with immediate effect if, amongst other things:

   1.     any of the Conditions has become incapable of fulfilment; 

2. there has occurred any material adverse change affecting the financial, operational or legal condition or the earnings or business affairs or prospects of the Company and its subsidiaries; or

3. there has occurred any international crisis, act of terrorism, outbreak of hostilities, change in national or international financial, monetary, economic, industrial, political or market conditions including fluctuations in exchange rates, or the suspension of trading in securities generally on the London Stock Exchange or the New York Stock Exchange or trading is limited or minimum prices established on any such exchange, or the declaration of a banking moratorium in London or by the US Federal or New York State authorities or material disruption to any commercial banking or securities settlement services in the US or the UK, or there comes into effect any government regulation which Arden in its discretion believe is, will or may be materially prejudicial to the Company or to the successful outcome of the Placing.

By participating in the Placing, each Placee agrees with Arden that the exercise by Arden of any right of termination or other discretion under these terms and conditions shall be within the absolute discretion of Arden and that Arden need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, none of Arden, any Arden Affiliate nor any person acting on their behalf shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

ANY DISCRETION EXERCISABLE BY ARDEN OF A CONDITION OR RIGHT OF TERMINATION IN RESPECT OF THE PLACING SHALL ONLY BE EXERCISED BY ARDEN AFTER CONSULTATION WITH GCA ALTIUM.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service.

Each Placee, by accepting a participation in the Placing, confirms to Arden that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Arden (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Arden Affiliate, any persons acting on its behalf or the Company and none of Arden, any Arden Affiliate, nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Arden that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Arden reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows:

 
Trade Date:                     30 June 2017 
Settlement Date:                30 June 2017 
ISIN Code:                      GB00B15CTY44 
SEDOL:                          B15CTY4 
Deadline for input instruction  10.00 a.m. on 30 
 into CREST:                     June 2017 
CREST ID for Arden:             DAQAQ 
 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Arden and settlement instructions. Placees should settle against the Arden CREST ID shown above. Subject to satisfaction of the Conditions, it is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Arden.

It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Arden.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, Arden may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Arden's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, Arden shall not be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);

2. acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;

3. agrees to indemnify on an after-tax basis and hold harmless Arden and each of the Arden Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

4. acknowledges that the Placing Shares will be admitted to AIM and Arden is therefore required to publish certain business and financial information in accordance with the AIM Rules and other applicable laws and regulations (the "Exchange Information"), which includes a description of the nature of the Company's business, the Company's most recent annual report and interim financial statements, the most recent admission document, and the Company's announcements and circulars published in the past 12 months', and that the Placee is able to obtain or access this Exchange Information without undue difficulty;

5. acknowledges that none of Arden, any Arden Affiliate or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or Arden (other than this Announcement); nor has it requested any of Arden, any Arden Affiliate or any person acting on their behalf to provide it with any such material or information;

6. acknowledges that (i) none of Arden or any Arden Affiliate or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Arden and that Arden does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor for the exercise or performance of any of its rights and obligations hereunder including any rights to waive or vary any conditions or exercise any right of termination, and (ii) neither it nor, as the case may be, its clients expect Arden to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that Arden is not acting for it or its clients, and that Arden will not be responsible to any person for providing protections afforded to its clients;

7. represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information or representations made to it, express or implied, with respect thereto;

8. acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;

9. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing;

10. acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement;

11. represents and warrants that (i) it is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in Arden or any Arden Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

12. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

13. represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;

14. represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

15. represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of Arden has been given to such an offer or resale;

16. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area, except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;

17. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

18. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

19. represents and warrants that it has complied with its obligations: (i) under the Criminal Justice Act 1993 and the Market Abuse Regulation (EU 596/2014); (ii) in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001, the Counter-Terrorism Act 2008, the Money Laundering Regulations 2007, the Money Laundering Regulations 2017 (to come into effect on 26 June 2017) and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti-money laundering produced by the Financial Conduct Authority ("FCA") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

20. if in the United Kingdom, represents and warrants that: (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc") of the FPO, or (c) it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive, or (d) if not a person meeting the criteria set out in (a) or (b) of this paragraph 20 or the other criteria of qualified investors for the purposes of section 86(7) of FSMA, he or she is a director of the Company at the time of the Placing or (d) it is person to whom this Announcement may otherwise lawfully be communicated;

21. represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;

22. undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by Arden (or on its behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Arden may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

23. acknowledges that none of Arden, nor any Arden Affiliate nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of Arden, nor any Arden Affiliate nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or for the exercise or performance of any of Arden's rights and obligations hereunder, including any right to waive or vary any condition or exercise any right of termination contained herein;

24. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Arden nor any Arden Affiliate will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Arden which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a DVP basis;

25. acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;

26. acknowledges that it irrevocably appoints any director of Arden as its agent for the purposes of executing and delivering to Arden and/or Arden's registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

27. represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

28. represents and warrants that any person who confirms to Arden on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Arden to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

29. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from Arden of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither Arden nor Arden's Affiliates will be responsible. If this is the case, the Placee should take its own advice and notify Arden accordingly;

30. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Arden, any money held in an account with Arden on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated in accordance with the client money rules and will be used by Arden in the course of its business; and the Placee will rank only as a general creditor of Arden (as the case may be);

31. acknowledges and agrees that in order to ensure compliance with the Money Laundering Regulations 2007 and/or the Money Laundering Regulations 2017 (to come into effect on 26 June 2017), Arden or its registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Arden or Arden's registrar, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Arden's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Arden or Arden's registrars, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Arden or Arden's registrars have not received evidence satisfactory to them, Arden may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

32. acknowledges and understands that Arden, Arden's Affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

33. acknowledges that the basis of allocation will be determined by Arden at its absolute discretion and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

34. irrevocably authorises Arden to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

35. acknowledges and agrees that time is of the essence as regards its obligations under this Appendix;

36. acknowledges and agrees that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Arden;

37. acknowledges and agrees that it will be bound by the terms of the articles of association of the Company; and

38. acknowledges and agrees that these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Arden in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to Arden and, where relevant, each Arden Affiliate and any person acting on their behalf and are irrevocable.

No claim shall be made against Arden, any Arden Affiliate or any other person acting on their behalf by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from the exercise of any rights available to it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which Arden will not be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless Arden in the event that Arden or any Arden Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Times and dates in this Announcement may be subject to amendment. Arden shall notify the Placees and any person acting on behalf of the Placees of any such changes.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Arden or any Arden Affiliate may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

The rights and remedies of Arden under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to Arden and, if so, undertakes to provide:

   1.     if he is an individual, his nationality; 

2. if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and

   3.     such other "know your client" information as Arden may reasonably request. 

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

 
 "Admission"             the admission of the Placing Shares 
                            to trading on AIM becoming effective 
                            in accordance with the AIM Rules 
 "Affiliates"              in relation to a person each of 
                            its holding companies, subsidiaries, 
                            branches, associated undertakings 
                            and Affiliates (Affiliates having 
                            the meaning given in Rule 405 or 
                            in Rule 501(b) of the Securities 
                            Act, as applicable in the context 
                            used) (including, without limitation, 
                            joint venture partners) from time 
                            to time (and subsidiaries of any 
                            such subsidiaries, branches, associated 
                            undertakings, Affiliates and holding 
                            companies) (including, without 
                            limitation, joint venture partners) 
                            and each of their and the person's 
                            respective officers, directors, 
                            supervisory board members, employees, 
                            representatives, controlling persons, 
                            shareholders and agents from time 
                            to time 
 "AIM Rules"             the AIM Rules for Companies published 
                            by the London Stock Exchange from 
                            time to time 
 "AIM"                   the market of that name operated 
                            by the London Stock Exchange 
 "Announcement"            this announcement, including the 
                            Appendix 
 "Appendix"                the appendix to this Announcement 
 "Articles"                the articles of association of 
                            the Company (as amended from time 
                            to time) 
 "Business Day"            any day on which banks are usually 
                            open for business in England and 
                            Wales for the transaction of sterling 
                            business, other than a Saturday, 
                            Sunday or public holiday 
 "certificated"            an Ordinary Share recorded on the 
  or "in certificated       Company's share register as being 
  form"                     held in certificated form (namely, 
                            not in CREST) 
 "Circular"                the circular in relation to the 
                            Placing to be dispatched to Shareholders 
 "Closing Price"           the closing middle market price 
                            of an Existing Ordinary Share as 
                            derived from the AIM Appendix to 
                            the Daily Official List of the 
                            London Stock Exchange 
 "Company" or              Arden Partners plc 
  "Arden" 
 "Companies Act"           the Companies Act 2006, as amended 
 "Conditions"              the conditions of the Placing as 
                            set out in the Appendix to this 
                            Announcement 
 "CREST"                   the relevant system (as defined 
                            in the CREST Regulations being 
                            SI 2001/3755 as amended from time 
                            to time) in respect of which Euroclear 
                            UK & Ireland is the operator (as 
                            defined in the said CREST regulations) 
 "Directors"              the directors of the Company or 
  or "Board"              any duly authorised committee thereof 
 "DVP"                     delivery versus payment 
 "Enlarged Issued         the Ordinary Shares in issue immediately 
  Share Capital"           following Admission, comprising 
                            the Ordinary Shares and the Placing 
                            Shares 
 "Existing Ordinary        the 19,459,693 ordinary shares 
  Shares" or "Existing      of 10 pence each in the capital 
  Issued Share              of the Company with voting rights 
  Capital"                  in issue at the date of this Announcement 
 "FCA"                     the Financial Conduct Authority 
                            in the UK or its successor from 
                            time to time 
 "FSMA"                    the Financial Services and Markets 
                            Act 2000, as amended 
 "GCA Altium"              GCA Altium Limited, nominated adviser 
                            to the Company 
 "General Meeting"         the general meeting of the Company 
                            to be convened for 10.00 a.m. on 
                            29 June 2017 in order to consider, 
                            and if thought fit pass, the Resolutions 
 "Group" or              the Company and its existing subsidiaries 
  "Arden Group"             and subsidiary undertakings 
 "Independent              Jonathan Keeling and Mark Ansell 
  Directors" 
 "Issue Price"             the price per Placing Share determined 
                            pursuant to the Bookbuild 
 "London Stock             London Stock Exchange plc 
  Exchange" 
 "Notice"                  the notice of the General Meeting 
                            to be set out in the Circular 
 "Ordinary Shares"         ordinary shares of 10 pence each 
                            in the capital of the Company 
 "Overseas Shareholders"   holders of Existing Ordinary Shares 
                            who are neither resident in, nor 
                            have a registered address in, the 
                            UK 
 "pence"                   pence sterling, the lawful currency 
                            of the UK 
 "Placees"                 those persons procured by the Company 
                            who subscribe for Placing Shares 
                            pursuant to the Placing 
 "Placing"                 the proposed placing of the Placing 
                            Shares at the Issue Price 
 "Placing Shares"          the new Ordinary Shares to be issued 
                            pursuant to the Placing 
 "Prospectus Directive"    the Directive of the European Parliament 
                            and of the Council of the European 
                            Union 2003/71/EC 
 "PTM levy"                a flat rate charge of GBP1.00 on 
                            all share trades in excess of GBP10,000 
 "Regulation S"            Regulation S under the Securities 
                            Act 
 "Resolutions"             the resolutions to be proposed 
                            at the General Meeting, which will 
                            be set out in the Notice 
 "Regulatory Information   has the meaning given to it in 
  Service"                  the AIM Rules 
 "Securities Act"          the United States Securities Act 
                            of 1933, as amended 
 "Shareholders"            the holders of Existing Ordinary 
                            Shares or Ordinary Shares (as the 
                            context requires) at the relevant 
                            time 
 "United Kingdom"        the United Kingdom of Great Britain 
  or "UK"                 and Northern Ireland 
 "United States"           the United States of America, its 
  or "US"                   territories and possessions, any 
                            state of the United States of America 
                            and the District of Columbia and 
                            any other area subject to its jurisdiction 
 "US Person"               has the meaning set out in Regulation 
                            S of the Securities Act 
 "GBP"                     pounds sterling, the lawful currency 
                            of the UK 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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June 12, 2017 02:01 ET (06:01 GMT)

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