NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR IMMEDIATE RELEASE
21 February 2020
RECOMMENDED
ALL-SHARE MERGER
of
Redde plc
and
Northgate plc
SCHEME OF
ARRANGEMENT BECOMES EFFECTIVE
On 15 January 2020 the Board of
Redde plc (“Redde”) announced the passing of resolutions, at
a Court Meeting and General Meeting of Redde Shareholders held on
the same date as the announcement, approving the recommended
all-share merger of Northgate plc (“Northgate”) and Redde
(the "Merger”) to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), the terms of which are
set out in the scheme document published on 12 December 2019
(the “Scheme Document”).
Further to Redde’s announcement on 20
February 2020 that the Court had sanctioned the Scheme, the
Board announces that the Court Order has been delivered to the
Registrar of Companies today and accordingly, the Scheme has now
become effective in accordance with its terms and the entire issued
ordinary share capital of Redde is owned by Northgate.
Dealings in Redde Shares have been suspended from trading on the
London Stock Exchange’s alternative investment market
(“AIM”) with effect from 7.30
am today.
Admission of the Redde Shares to trading on AIM will be
cancelled with effect from 7.00 am on
24 February 2020 and Admission of the
New Northgate Shares is expected to occur at 8.00 am on 24 February
2020.
General
Unless otherwise defined, all capitalised terms in this
announcement shall have the same meaning given to them in the
Scheme Document, a copy of which is available on the Redde website
at www.redde.com.
All references in this announcement to times are to times in
London.
Enquiries:
Redde |
+44 (0) 122 532
1134 |
Martin Ward |
|
Stephen Oakley |
|
J.P. Morgan Cazenove
(sole financial adviser to Redde) |
+44 (0) 207 742
4000 |
Charles Harman |
|
James Robinson |
|
Wendy Hohmann |
|
Cenkos Securities
plc (nominated adviser and joint broker to Redde) |
+44 (0) 207 397
8900 |
Giles Balleny |
|
Nick Wells |
|
Square1 Consulting
Limited (Financial PR adviser to Redde) |
+44 (0) 207 929
5599 |
David Bick |
|
Buchanan
Communications (Financial PR adviser to Northgate) |
+44 (0) 207 466 5119 |
David Rydell |
|
Jamie Hooper |
|
Tilly Abraham |
|
Important notices
relating to financial advisers
J.P. Morgan Securities plc, which
conducts its UK investment banking business as J.P. Morgan Cazenove
("J.P. Morgan Cazenove"), is authorised in the UK by the
Prudential Regulation Authority (“PRA”) and regulated by the
PRA and the Financial Conduct Authority (“FCA”). J.P. Morgan
Cazenove is acting as financial adviser exclusively for Redde and
no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters set out in this announcement and will not
be responsible to anyone other than Redde for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to any matter
referred to herein.
Cenkos Securities plc
(“Cenkos”), which is authorised and regulated by the FCA, is
acting exclusively for Redde and no one else in connection with the
matters set out in this announcement and will not be acting for any
other person or otherwise responsible to any person other than
Redde for providing the protections afforded to clients of Cenkos
or for advising any other person in respect of the matters set out
in this announcement or any transaction, matter or arrangement
referred to in this announcement.
Publication on
website and availability of hard copies
A copy of this announcement shall be
made available subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on Northgate’s and Redde’s
websites at www.northgateplc.com and www.redde.com respectively by
no later than 12 noon (London
time) on 24 February 2020. For the
avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement.
Any person who is required to be sent a copy of this
announcement under the Takeover Code may request a hard copy of
this announcement by contacting Link Asset Services at The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or on
+44 (0) 371 664 0321. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Merger should be in hard copy form. A hard copy of
this announcement will not be sent to you unless requested.