Acquisition

RNS Number:7346A
Ardent Group PLC
31 March 2006


EMBARGOED FOR RELEASE AT 7.30 A.M. 31 MARCH 2006

Ardent Group Plc
31 March 2006

Not for publication or release or dissemination in the United States, Canada, 
Australia, South Africa or Japan.

This announcement shall not constitute or form any part of any offer or 
invitation to subscribe for, underwrite or otherwise acquire, or any 
solicitation of any offer to purchase or subscribe for, securities including 
in the United States.

This announcement does not constitute an offer of securities for sale in the 
United States of America. Neither this announcement nor any copy of it may be 
taken or distributed into the United States of America or distributed or 
published, directly or indirectly, in the United States of America. Any failure 
to comply with this restriction may constitute a violation of US securities law.

The securities referred to herein have not been and will not be registered under 
the US Securities Act of 1933, as amended (the 'Securities Act'), and may not be 
offered or sold in the United States unless they are registered under the 
Securities Act or pursuant to an available exemption there from. No public 
offering of securities of is being made in the United States.



                  Ardent Group Plc ("Ardent" or the "Company")

   Proposed acquisition of Shared Home Investment Plan Public Limited Company 
                                  ("S.H.I.P.")
                      Change of name to Seniors Finance Plc
                            Issue of Ardent Warrants
            Admission of the Enlarged Share Capital to trading on AIM
                                        

The Company today announces that it has entered into a formal agreement,
conditional on, inter alia, Shareholder approval and Admission to acquire the
entire issued share capital of S.H.I.P. The consideration for the Acquisition is
to be satisfied by the issue of 73,333,333 Consideration Shares. Based on the
mid-market price of an Ardent Share following suspension, being 18.5 pence per
Share, S.H.I.P. is valued at approximately #13.6 million. Following completion
of the Acquisition, the market capitalisation on Admission of the Enlarged Share
Capital to trading on AIM is expected to be #17.0 million.


As at the close of business on 30 March 2006, 98.7 per cent. of the Vendors had
entered into the Acquisition Agreement. The Acquisition Agreement is conditional
upon 100 per cent. of the Vendors agreeing to enter into the Acquisition
Agreement by 24 April 2006, the date of the EGM.


On 30 March 2006, Ardent suspended trading of its Shares following an
announcement that the Company was in advanced negotiations which could lead to a
reverse takeover under the AIM Rules. The Company's Shares will re-commence
trading today following the publication of the admission document.

Defined terms used in this announcement have the meanings given to them as set 
out in the appendix to this announcement.


S.H.I.P. is a specialist provider of equity release products for senior citizens
in Ireland. Equity release is the generic term used to describe financial
products that allow homeowners to realise some of the ownership value in their
property.


Due to the size of S.H.I.P. in relation to Ardent and the fact that the
Acquisition represents a substantial departure from the investment strategy set
out in Ardent's admission document published in July 2004, the Acquisition
constitutes a 'reverse takeover' of the Company under the AIM Rules and as such
must be approved by the Company's Shareholders in a general meeting of the
Company.


In addition to the Acquisition, Ardent proposes to raise #481,250 pursuant to an
issue of Ardent Warrants. For each Existing Share held, one Ardent Warrant will
be issued to Shareholders. Each Ardent Warrant will entitle its holder to
subscribe for one Share, on the terms of the Ardent Warrant Instrument, at a
price of 7 pence per Share, payable in full in cash on exercise of the Ardent
Warrants. Certain Shareholders have given undertakings not to exercise their
Ardent Warrants in relation to 5,000,000 Ardent Warrant Shares. The Enlarged
Group intends to use the proceeds from the Ardent Warrants for general working
capital requirements. The issue of the Ardent Warrant Shares is conditional upon
completion of the Acquisition.

Following completion of the Acquisition, Billy Kane, Gerry Hunt, Donal Doran, 
John Gunn, Nick Pople and Rodger Sargent will join the Board, and Christopher 
Akers and Stephen Yorke will resign as Directors. In addition, the Directors 
believe that it is appropriate to change the name of the Company to Seniors 
Finance Plc to reflect the new focus of the Company after the Acquisition.

Christopher Akers, Non-Executive Chairman, commented:

"We are pleased to announce the acquisition of S.H.I.P. It is very well 
positioned to become a leader in the Irish equity release market, a market that 
is forecast to enjoy significant growth in the future. S.H.I.P.'s management, 
brand and products give it a unique position within this burgeoning sector. We 
look forward to the future development of the Enlarged Group with excitement."

Billy Kane, proposed Chairman and Chief Executive, commented:

"Our strong presence in the Irish equity release market, together with the 
successful recent launch of our lifetime mortgage product has given us a leading 
position in this growing market. Together with the development of new products 
to be released later this year we believe that our profile will be raised by 
trading on AIM and will enable future growth in the business. We are pleased 
with the level of support received from the Directors and Shareholders and the 
Proposed Directors will aim to grow the business to deliver value for all 
Shareholders."

Acquisition and Admission Statistics

Price per Consideration Share                                       18.5 pence
Number of Existing Shares at the date of this document              11,875,000
Number of Consideration Shares                                      73,333,333
Number of Ardent Warrant Shares (excludes those in respect           6,875,000
of the undertakings given)
Number of Shares in issue following Admission                       92,083,333
Market capitalisation on Admission*                              #17.0 million
Consideration Shares and Ardent Warrant Shares as a percentage   87.1 per cent.
of the Enlarged Share Capital on Admission
The International Security Identification Number for the Shares    GB00B0NRD93
to be admitted to trading on AIM is

Note *: Based on the mid-market share price of an Ardent Share following 
        suspension on 30 March 2006


                          Timetable of Principal Events

Publication of the admission document                              31 March 2006
Latest time and date for receipt of Form of Proxy       12 noon on 20 April 2006
for the EGM    
Latest time and date for receipt of the Ardent          12 noon on 20 April 2006
Warrant Notices                                                                             
Extraordinary General Meeting                           12 noon on 24 April 2006
Completion of the Acquisition                                      24 April 2006
Admission effective and commencement of dealings                   25 April 2006
in Shares on AIM  
Expected date for CREST accounts to be credited                    25 April 2006
with Uncertificated New Shares (where applicable)  
Despatch of definitive share certificates (where applicable)          2 May 2006

For further information please contact:

Ardent:                                                            020 7399 4260
Rodger Sargent, Company Secretary

S.H.I.P.:                                                     [phone]
Billy Kane, Proposed Chairman & Chief Executive

MRPA Kinman:                                                  [phone]
Ray Gordon                                                    [phone]
                                                                       
Dawnay, Day Corporate Finance Limited:                           020 7509 4570
Rod Venables
Sunil Sanikop
Alex Stanbury

Introduction and Background

On 26 July 2004 Ardent raised #1.1 million by way of a placing of Shares and its
Shares were admitted to trading on AIM. The Company's original admission
document, published on 13 July 2004, stated that the Company was established
with the aim of acquiring businesses within the leisure and media sectors.


Since the Shares were admitted to trading on AIM, the Directors have conducted a
detailed analysis of several potential acquisition targets within the leisure
and media sectors, the criteria being to identify and acquire businesses and
management teams that are well positioned to exploit commercial opportunities
within these sectors. However, following a lack of suitable investment
opportunities within the leisure and media sectors being identified, the
Directors widened the investment criteria and have looked at available
opportunities in other market sectors. Following this revision to the Company's
strategy, the Directors have identified S.H.I.P. as a suitable acquisition
target.

The Company announced today its unaudited interim results for the six months
ended 31 December 2005. The Company's assets comprise cash, which amounted to
#942,265 as at 31 December 2005, from which it generated interest income of
#12,088 and a loss on ordinary activities before taxation of #63,324. There has
been no material change in the Company's financial position since 31 December
2005.


Reasons for the Acquisition

S.H.I.P., a retail financial services business, presents Shareholders with an
opportunity to participate in the developing Irish equity release market which
is expected to follow the recent growth in the UK market. S.H.I.P. has been
identified as a business that is expected to benefit from:

* the increase in average house prices in Ireland;

* the expected increase in life expectancy and growth in the number of
over-60s in Ireland, which is expected to account for approximately 25 per cent
of the population by 2026;

* senior citizens who wish to unlock funds from their properties to
provide a pension or to alleviate pension shortfalls;

* a change in perception regarding property assets and lifestyle; and

* senior citizens who wish to help their dependants to get on the
property ladder by releasing equity in their own property to provide a deposit.


Information relating to S.H.I.P.

S.H.I.P.'s principal trading activity is in equity release products. Equity
release is the generic term used to describe financial products that allow
homeowners to realise some of the ownership value in their property. The product
provider either pays a lump sum in cash in return for a share of the homeowner's
interest in the home or makes a loan using the home as collateral.

S.H.I.P. was established by Billy Kane in November 2002 and is a specialist
provider of equity release products for senior citizens in Ireland who own their
residential property. Billy believed that the Irish equity release market was
relatively underdeveloped in terms of scale, market penetration and competitors.

In May 2003, S.H.I.P. launched its Fixed Share Plan reversionary product and in
April 2004 its Variable Share Plan reversionary product. Both products enable a
homeowner to sell a percentage share of their home in return for a tax-free lump
sum. The homeowner retains the legal right to occupy the entire property until
death. When the property is vacated it is sold at open market value and the
reversion provider receives the relevant percentage of the consideration net of
expenses. The surviving relatives will then receive the balance of the
consideration. Home reversion products are priced based on two key criteria: (i)
the value of the house; and (ii) the actuarial life expectancy of the homeowner.

Between June and October 2005, S.H.I.P. raised Euro2.1 million of new equity to
fund working capital and allow part repayment of loan from Bank of Scotland
(Ireland) Limited. In February 2006, S.H.I.P. acquired Fitzwilliam Development,
a reversionary interest portfolio, from Anglo Irish Bank. The company was
acquired at net asset value. S.H.I.P. raised just over Euro5 million in February
2006 to capitalise its mortgage subsidiary, Seniors Finance Ireland Limited, and
to finance the acquisition of Fitzwilliam Development. As a result, S.H.I.P. and
its subsidiaries now have reversionary interests in 61 properties, with a total
value of Euro6.2 million.

In January 2006, Seniors Finance Ireland, a subsidiary of S.H.I.P., launched a
'lifetime mortgage' product and has agreed to a Euro50 million drawdown facility
with Ulster Bank to facilitate the growth of this product. Whilst reversionary
products tend to be marketed to the over-65s, Ulster Bank has agreed that
S.H.I.P.'s lifetime mortgage product can be marketed to the over-60s market.
There is only one other equity release provider in Ireland that markets to
people between 60 and 65.

For the year ended 31 December 2005, S.H.I.P.'s gross profit was Euro735,464, loss
on ordinary activities before taxation was Euro335,211 and as at 31 December 2005
it had net assets of Euro162,468.


The UK equity release market

Equity release products have been available in the UK for over 30 years. The
market has significantly grown in the UK, increasing from just #50 million in
1995 to #1.4 billion in 2005 and is forecast to double again in the next five
years (Source: Datamonitor) as more senior citizens realise the equity within
their homes. During the three months to the end of September 2005, retired
homeowners freed up #294 million through equity release schemes, 12.5 per cent.
higher than the #261 million unlocked during the previous quarter.

There are now more than 30 providers of equity release products in the UK
including Prudential, Norwich Union, Northern Rock and GE Life. Equity release
is also well developed in the US, Canada and Australia. S.H.I.P. is targeting
the Irish market, which is, in comparison, less mature than the UK.


The Irish equity release market

The Directors believe that the demographics of the Irish market ideally suit the
portfolio of products that S.H.I.P. has created. Demand for equity release
solutions is expected to grow significantly in the future due to:

* the long term projected poor performance of pension funds stimulating
a need for over-65s to realise cash whilst continuing to live in their homes;

* the demise of defined benefit pensions;

* perceived attractiveness of residential property as an investment
class in Ireland;

* confidence in the residential housing market;

* long term low and relatively stable Euro interest rate environment;

* increased consumer expectation and standards of living; and

* the increase in life expectancy.

Principal terms of the Acquisition

Ardent is proposing to acquire, conditional upon, inter alia, Shareholder
approval and Admission, the entire issued share capital of S.H.I.P. The
consideration due to the Vendors is the issue to them of the Consideration
Shares. Based on the mid-market price of an Ardent Share following suspension on
30 March 2006, S.H.I.P. is valued at approximately #13.6 million.

The Acquisition Agreement is conditional upon approval by Shareholders because,
under the AIM Rules, the Acquisition constitutes a reverse takeover on account
of its size relative to Ardent and because the Acquisition represents a
substantial departure from the investment strategy set out in Ardent's admission
document published in July 2004. In addition, the Acquisition is conditional
upon certain additional matters being approved at the EGM, details of which are
set out in the admission document, and Admission occurring.

As at the close of business on 30 March 2006, 98.7 per cent. of the Vendors had
entered into the Acquisition Agreement. The Acquisition Agreement is conditional
upon 100 per cent. of the Vendors agreeing to sell their Shares in S.H.I.P. to
Ardent on the terms of the Acquisition Agreement by 24 April 2006, the date of
the EGM.

In addition, the Company proposes to raise #481,250 through the issue of Ardent
Warrants. S.H.I.P. intends to use the proceeds from the Ardent Warrants for
general working capital purposes.

The Consideration Shares and Ardent Warrant Shares will rank pari passu in all 
respects with the existing Shares.

In addition, by a resolution dated 14 December 2005, the directors of S.H.I.P.
had resolved to issue warrants over shares in S.H.I.P. to certain shareholders
and directors of S.H.I.P., which includes some of the Proposed Directors. Such
warrants were never issued, but in order to implement the intention of the board
of S.H.I.P., Ardent proposes to issue 8,000,000 warrants to subscribe for Shares
to certain shareholders and directors of S.H.I.P. (including certain of the
Proposed Directors). These S.H.I.P. Warrants will entitle their holders to
subscribe for Shares, on the terms of the S.H.I.P. Warrant Instruments, at a
price of 10 pence per Share, payable in full in cash on exercise of each
S.H.I.P. Warrant. The S.H.I.P. Warrants must be exercised within 5 years of the
date of completion of the Acquisition.

The Acquisition is conditional, inter alia, on:

* the passing of the Resolution to be proposed at the EGM;

* 100 per cent. of the Vendors agreeing to enter into the Acquisition
  Agreement by 24 April 2006, the date of the EGM; and

* Admission of the Enlarged Share Capital to trading on AIM.


Irrevocable undertakings

All of the Directors holding Existing Shares together with certain other
Shareholders have irrevocably undertaken to vote in favour of the Resolution at
the EGM in respect of their holdings and those of their immediate families and
connected persons (within the meaning of section 346 of the Act) totaling, in
aggregate, 6,656,250 Existing Shares, representing approximately 56.1 per cent.
of the votes capable of being cast at the EGM.


Lock-ins and orderly market arrangements

Following Admission of the Consideration Shares and Ardent Warrant Shares, the
New Board and persons connected with them will be interested in an aggregate of
20,794,647 Shares, representing approximately 22.6 per cent. of the Enlarged
Share Capital. Details of these interests are set out in Part IX of the
admission document.

In accordance with the AIM Rules, each member of the New Board has undertaken
not to sell any Shares held by him or to be held by him or any connected persons
for a period of one year from Admission, save in certain limited circumstances.

For a further six months after the expiry of such period, any disposal of Shares
by members of the New Board will (unless the Company and DDCF otherwise agree)
be made through DDT provided it continues to be the Company's broker in order to
preserve an orderly market in the Shares. In addition, for a period of one year
from Admission, save in certain limited circumstances, Christopher Akers,
Stephen Yorke and Ludgate have undertaken that any disposal of their Shares will
(unless the Company and DDCF otherwise agree) be made through DDT provided it
continues to be the Company's broker in order to preserve an orderly market in
the Shares.


Change of Name

The nature of the Company's business will be changed following completion of the
Acquisition and in order to reflect its new activities it is proposed that, on
Admission, the name of the Company be changed to Seniors Finance Plc.


Admission to AIM

Application will be made to the London Stock Exchange for all of the Existing 
Ordinary Shares and the Consideration Shares to be admitted to trading on AIM.
Admission is expected to become effective and trading in the Shares to commence 
on 25 April 2006.

Copies of the admission document are available for collection, free of charge, 
from Admission and for one month thereafter during normal business hours from 
the registered office of the Company, 4th Floor, French Railways House, 
178/180 Piccadilly, London W1J 9EN or Dawnay, Day Corporate Finance Limited, 
17 Grosvenor Gardens, London SW1W 0BD.

This announcement does not constitute an offer or invitation to subscribe for 
securities.

Dawnay, Day Corporate Finance Limited, which is authorised and regulated by the
Financial Services Authority, is the Company's nominated adviser for the
purposes of the AIM Rules and is acting exclusively for the Company in
connection with the application for Admission of the Enlarged Share Capital to
trading on AIM. Dawnay, Day Corporate Finance Limited will not be responsible to
anyone other than the Company for providing the protections afforded to clients
of Dawnay, Day Corporate Finance Limited or for advising any other person on the
Admission and other arrangements described in this document. Its
responsibilities as the Company's nominated adviser under the AIM Rules are owed
solely to London Stock Exchange plc and are not owed to the Company or to any
Director or to any other person who may rely on any part of this document.

In accordance with the AIM Rules, Dawnay, Day Corporate Finance Limited has
confirmed to the London Stock Exchange that it has satisfied itself that the
Directors have received advice and guidance as to the nature of their
responsibilities and obligations to ensure compliance by the Company with the
AIM Rules and that, in its opinion and to the best of its knowledge and belief,
all relevant requirements of the AIM Rules have been complied with. However, no
representation or warranty, express or implied, is made by Dawnay, Day Corporate
Finance Limited as to the accuracy of any information or opinion contained in
this document or for the omission of any material information, for which it is
not responsible (without limiting statutory rights of any person to whom this
document is issued).

Dawnay, Day Townsley, a division of Dawnay, Day Brokers Limited, which is
authorised and regulated by the Financial Services Authority, is acting as the
broker for the Company in connection with the application for Admission of the
Enlarged Share Capital to trading on AIM and is not acting for any person other
than the Company and will not be responsible to any persons other than the
Company for providing the protections afforded to its customers or for providing
advice to any other person in connection with this document. No representation
or warranty, expressed or implied, is made by Dawnay, Day Townsley as to any of
the contents of this document.


APPENDIX

Directors and Proposed Directors

On completion of the Acquisition, Stephen Yorke and Christopher Akers will
resign as Directors, and the Proposed Directors will be appointed to the Board.
Biographical details of the Directors and Proposed Directors and their positions
on the Board on completion of the Acquisition are as follows:

Proposed Directors:

Billy Kane, proposed Chairman and Chief Executive Officer, aged 51. Formerly
chief executive of Irish Permanent and director of Irish Life & Permanent plc,
Billy has worked in retail banking for over 20 years. He founded Irish Permanent
Finance, which today is Ireland's largest vehicle finance business. He went on
to become general manager and subsequently chief executive of Irish Permanent
where he grew their market share of the residential mortgage market from 17 per
cent. to 22 per cent. and developed the broker distribution channel. He was one
of the founding directors of Woodchester Investments plc, which became Ireland's
largest independent finance company prior to being acquired by GE Capital. On 30
March 2006 Billy Kane entered into a service agreement with the Company which
conditional on Admission, provides for him to act as Chairman and Chief
Executive Officer for a salary of Euro60,000 per annum which may be terminated by
either party giving 6 months' notice.


John Gunn, proposed Deputy Chairman, aged 64, non-executive director of
S.H.I.P., was appointed to the board on 1 July 2005. John is one of the UK's
leading advisers and investors in UK smaller companies. He is a leading London
businessman and runs his own family company, Scheidegg Limited, specialising in
venture capital for high growth early stage companies. He was a director of
Woodchester Investments plc and is currently a director of a number of quoted
and unquoted companies, primarily in engineering, high technology and property
sectors. He studied in Germany and at the University of Nottingham where he
received a BA (Hons) in German and an Honorary Doctorate. On 30 March 2006 John
Gunn entered into a letter of appointment with the Company which conditional on
Admission, provides for him to act as Deputy Chairman for a fee of #25,000 per
annum which may be terminated by either party giving 3 months' notice.


Gerry Hunt, FCA, proposed Finance Director, aged 46, is finance director of
S.H.I.P. and was appointed to the board on 17 October 2005. Gerry is also a
partner in a specialist risk management consultancy service and previously
worked in senior management positions in Irish Life & Permanent plc including
general manager of credit & IT in the banking division and head of strategic
planning in the life insurance division. Before joining Irish Life & Permanent
Group he was group corporate lending manager in National Irish Bank and head of
finance in the same group. On 30 March 2006 Gerry Hunt entered into a letter of
appointment with the Company which conditional on Admission, provides for him to
act as Finance Director, which may be terminated by either party giving 6
months' notice. Gerry receives no fee and the letter of appointment states that
he will be appointed under the terms of a consultancy agreement or a service
agreement between the Company and Hawthorn Lodge Limited.


Donal Doran, BSc (Mgmt) MBA, proposed Operating Officer, aged 39, is chief
operating officer of S.H.I.P. He took up a full-time executive position in March
2003. Donal has been working in the financial services industry for 15 years.
His background is in product development and distribution. He previously held
product development roles in Bank of Ireland Group plc and Anglo Irish Bank
Corporation plc. Before joining S.H.I.P. he worked for a number of years with
Irish Life & Permanent plc where he was head of product development and
subsequently was appointed general manager with responsibility for direct
banking. On 30 March 2006 Donal Doran entered into a service agreement with the
Company which conditional on Admission, provides for him to act as Chief
Operating Office for a salary of Euro130,000 per annum which may be terminated by
either party giving 3 months' notice.


Nick Pople, proposed Non-Executive Director, aged 36, non-executive director,
was appointed to the board on 18 October 2005. Nick is chief executive of
Ludgate and has extensive experience of venture capital and corporate finance.
He has advised and raised equity and debt finance for a wide range of small
companies both quoted and unquoted. Prior to establishing Ludgate, Nick spent 8
years working within the commercial and investment banking divisions of Barclays
Capital (formerly BZW), focused on project and corporate finance. On 30 March
2006 Nick Pople entered into a letter of appointment with the Company which
conditional on Admission, provides for him to act as Non-Executive Director for
a fee of #15,000 per annum which may be terminated by either party giving 3
months' notice.


Rodger Sargent, proposed Non-Executive Director, aged 34, is currently the
finance director of Hydrodec Group plc, an AIM listed environmental solutions
company with an oil refining process designed to remove contaminates such as
PCBs. He was also a founder and the finance director of Sports Resource Group
Limited, Sports Internet Group plc, InTechnology plc and Sports Cafe Holdings
plc. He was a non-executive director of I Feel Good (Holdings) plc, Healthcare
Enterprise Group plc and Catalyst Media Group plc. He qualified as a chartered
accountant with PriceWaterhouseCoopers in London in 1996, before working with
Merrill Lynch, London as a debt analyst. On 30 March 2006 Rodger Sargent entered
into a letter of appointment with the Company which conditional on Admission,
provides for him to act as Non-Executive Director for a fee of #15,000 per annum
which may be terminated by either party giving 3 months' notice.

Regarding disclosures for the Proposed Directors no further details are required 
as per Schedule 4 of the AIM Rules. Details of current and previous 
directorships are included in the admission document.


                                  Definitions

The following definitions apply throughout this announcement and in the
admission document, unless the context otherwise requires:

"Act"             the Companies Act 1985 (as amended)

"Acquisition"     the proposed acquisition by the Company of all of the issued
                  share capital of S.H.I.P. pursuant to the Acquisition
                  Agreement

"Acquisition      the conditional agreement dated 30 March 2006 between the
Agreement"        Vendors and the Company relating to the Acquisition as
                  described in paragraph 15(a)(iv) of Part IX of this document

"Admission"       the admission of the Enlarged Share Capital to trading on AIM
                  following completion of the Acquisition and such admission
                  becoming effective in accordance with the AIM Rules

"Anglo Irish      Anglo Irish Bank Corporation Plc
Bank"

"AIM"             the market operated by the London Stock Exchange known as
                  AIM

"AIM Rules"       the rules published by the London Stock Exchange governing
                  admission to and the operation of AIM

"Ardent           the warrants to subscribe for up to 11,875,000 Shares pursuant
Warrants"         to terms of the Warrant Instrument

"Ardent Warrant   a certificate issued to each holder of Ardent Warrants,
Certificate"      setting out the number of Ardent Warrant Shares to which the
                  holder is entitled

"Ardent Warrant   the deed dated 30 March constituting the Ardent Warrants, a
Instrument"       summary of which is set out in paragraph 9 of Part IX of this
                  document

"Ardent Warrant   the notice attached to the Ardent Warrant Certificate for
Notice"           completion by any holder of Ardent Warrants wishing to
                  exercise his warrants

"Ardent Warrant   Shares to be issued on the exercise of the Ardent Warrants
Shares"

"Ardent Warrant   holders of Ardent Warrants
Holders"

"Articles"        the articles of association of the Company

"Broker           the broker agreement dated 30 March 2006 between the Company
Agreement"        and DDT, a summary of which is set out in paragraph 15(a)(vi)
                  of Part IX of this document

"certificated" or not in uncertificated form (that is, not in CREST)
" in certificated
form"

"City Code"       the City Code on Takeovers and Mergers (as published by the
                  Panel on Takeovers and Mergers)

"Combined Code"   the Principles of Good Governance and Code of Best Practice
                  published by the committee on Corporation Governance

"Company" or      Ardent Group Plc
"Ardent"

"Consideration    the 73,333,333 Shares to be allotted and issued to the Vendors
Shares"           pursuant to the Acquisition Agreement

"CREST"           the computerised settlement system operated by CRESTCo which
                  facilitates the transfer of title to shares in uncertificated
                  form

"CREST            the Uncertificated Securities Regulations 2001 (as amended)
Regulations"      (SI 2001/3755), as amended

"CRESTCo"         CRESTCo Limited, a company incorporated under the laws of
                  England and Wales and the operator of CREST

"DDCF"            Dawnay, Day Corporate Finance Limited

"DDT"             Dawnay, Day Townsley, a division of Dawnay, Day Brokers
                  Limited

"Directors" or    the existing directors of the Company as at the date of this
"Board"           document, whose names are set out on page 3 of this document

"EGM" or          the Extraordinary General Meeting of the Company to be held at
"Extraordinary    Norton Rose, Kempson House, Camomile Street, London EC3A 7AN
General           on 24 April 2006, notice of which is set out at the end of
Meeting"          this document

"Enlarged         the Company and its subsidiaries following completion of the
Group"            Acquisition

"Enlarged Share   the entire issued share capital of the Company following
Capital"          completion of the Acquisition and the issue of the
                  Consideration Shares and the exercise of the Ardent Warrants

"Euro" and "Euro"    the lawful currency of the participating member states

"Existing         the 11,875,000 issued Shares as at the date of this document
Shares"

"Financial        the Irish Financial Services Regulatory Authority
Regulator"

"Fitzwilliam      Fitzwilliam Property Development (Holdings) Limited
Development"

"Form of Proxy"   the form of proxy for use by the shareholders in connection
                  with the EGM

"FSA"             Financial Services Authority of the United Kingdom

"FSMA"            Financial Services and Markets Act 2000 (as amended)

"Group"           S.H.I.P. and its subsidiary undertakings

"HML"             Homeloan Management Limited

"IFA"             Independent Financial Adviser

"Lock-in Deed"    the deed dated 30 March 2006 between the Company, DDCF, DDT
                  and certain Shareholders, the Directors and the Proposed
                  Directors, a summary of which is set out in paragraph 15(a)
                  (vii) of Part IX of this document

"London Stock     London Stock Exchange plc
Exchange"

"Ludgate"         Ludgate Investments Limited

"New Board"       the Proposed Directors

"Nominated        the nominated adviser agreement dated 30 March 2006 between
Adviser           the Company, the Directors and DDCF, a summary of which is set
                  out in paragraph 15(a)(v) of Part IX of this document
Agreement"

"Official List"   the Official List of the UKLA

"Panel"           the Panel on Takeovers and Mergers

"Proposals"       the Acquisition and the allotment of Shares pursuant to the
                  Ardent Warrants and the issue of S.H.I.P. Warrants

"Proposed         the proposed directors of the Company whose names are set out
Directors"        on page 3 of this document and whose appointment will become
                  effective on Admission

"Prospectus       the Prospectus Rules published by the FSA
Rules"

"Qualifying       Shareholders on the register of members of the Company at the
Shareholders"     Record Date

"Record Date"     the close of business on 30 March 2006

"Resolutions"     the resolutions to be proposed at the EGM as set out in the
                  Notice of Extraordinary Meeting at the end of this document

"Seniors Finance  Seniors Finance Ireland Limited
Ireland"

"Shares"          ordinary shares of 1 pence each in the capital of the
                  Company

"Shareholders"    holders of Shares

"S.H.I.P."        Shared Home Investment Plan Public Limited Company, a public
                  limited company registered in Ireland

"S.H.I.P. Warrant the deeds each dated 30 March 2006, executed by Ardent in
Instruments"      favour of certain directors and shareholders of S.H.I.P., as
                  described in paragraph 11 of Part IX of this document

"S.H.I.P.         the warrants being issued to directors, shareholders and
Warrants"         employees of S.H.I.P.

"Subscription     the agreement dated 30 March 2006 between Christopher Akers,
Agreement"        Ludgate and the Company in relation to the subscription for
                  shares by Christopher Akers and Ludgate, details of which are
                  set out in paragraph 15(x) of Part IX of this document

"Subsidiary"      as defined in sections 736 and 736A of the Act

"UK" or "United   the United Kingdom of Great Britain and Northern Ireland
Kingdom"

"UK Listing       United Kingdom Listing Authority of the FSA acting in its
Authority" or     capacity as the competent authority for the purposes of Part
"UKLA"            VI of FSMA

"Ulster Bank"     Ulster Bank Ireland Limited

"uncertificated"  recorded in the register as being held in uncertificated form
or "in            in CREST and title to which, by virtue of the CREST
uncertificated    Regulations, may be transferred by means of CREST
form"

"US" or "USA" or  the United States of America, its territories and possessions,
"United States"   any state or political sub-division of the United States of
                  America, the District of Columbia and all other areas subject
                  to the jurisdiction of the United States of America

"Vendors"         the shareholders of S.H.I.P.





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