TIDMREDD TIDMNTG
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
20 February 2020
RECOMMED ALL-SHARE MERGER
of
Redde plc
and
Northgate plc
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
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 the announcement made by Northgate on 14 February 2020 in relation
to the receipt of the relevant regulatory approvals in respect of the Merger,
Redde announces that following the satisfaction or waiver by Northgate of the
remaining Conditions set out in the Scheme Document, the Court has today
sanctioned the Scheme and issued the Court Order in connection with the Merger.
The Scheme remains conditional on the delivery of a copy of the Court Order to
the Registrar of Companies, which is expected to occur on 21 February 2020.
The last day for dealing in, and for registration of transfers of, Redde Shares
is today and the Scheme Record Time will be 6.00 pm today.
The trading of Redde Shares on the London Stock Exchange's alternative
investment market ("AIM") will be suspended with effect from 7.30 am tomorrow.
It is expected that 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 will occur at 8.00 am on 24 February 2020.
Redde issued share capital
In accordance with Rule 2.9 of the Code, Redde confirms that it has 307,601,271
Redde Shares in issue. The increase in issued share capital is the result of
options under the Redde Share Plans being exercised by certain participants in
the Redde Share Plans. The Redde Shares issued upon exercise of the options
were admitted for trading on AIM as part of the block admissions announced on 5
September 2014 and 28 January 2020.
The International Securities Identification Number for Redde Shares is
GB00BLWF0R63.
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 +44 (0) 207 742 4000
to Redde)
Charles Harman
James Robinson
Wendy Hohmann
Cenkos Securities plc (nominated adviser and +44 (0) 207 397 8900
joint broker to Redde)
Giles Balleny
Nick Wells
Square1 Consulting Limited (Financial PR +44 (0) 207 929 5599
adviser to Redde)
David Bick
Buchanan Communications (Financial PR adviser +44 (0) 207 466 5000
to Northgate)
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.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale,
issuance or transfer of securities of Redde in any jurisdiction in
contravention of applicable law.
This announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England and Wales.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas Shareholders
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK or the United States may be restricted by law
and therefore any persons who are subject to the law of any jurisdiction other
than the UK or the United States should inform themselves about, and observe,
any applicable legal or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Merger disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Merger relates to the securities of two English companies and is proposed
to be implemented by means of a scheme of arrangement provided for under, and
governed by, English law. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation nor the tender offer rules
under the United States Securities Exchange Act 1934 (as amended) (the "US
Exchange Act"). Accordingly, the Scheme will be subject to disclosure
requirements and practices applicable in the UK to schemes of arrangement,
which are different from the disclosure requirements of the US proxy
solicitation and tender offer rules. If Northgate exercises its right to
implement the acquisition of the Redde Shares by way of a Takeover Offer, such
offer will be made in compliance with applicable US securities laws and
regulations.
In accordance with normal UK practice, Northgate, certain affiliated companies
and its nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Redde Shares outside of the
US, other than pursuant to the Merger, until the date on which the Merger and/
or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including the US Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com .
Unless otherwise determined by Northgate or required by the Takeover Code, and
permitted by applicable law and regulation, the Merger shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Merger by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies of
this announcement and all documents relating to the Merger are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this announcement and all
documents relating to the Merger (including custodians, nominees and trustees)
must not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Merger disclaim any responsibility or liability for violation
of such restrictions by any person.
The availability of New Northgate Shares under the Merger to persons who are
not resident in the UK or the ability of those persons to hold such shares may
be affected by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
UK should inform themselves of, and observe, any applicable legal or regulatory
requirements. Redde Shareholders who are in any doubt regarding such matters
should consult an appropriate independent financial adviser in their relevant
jurisdiction without delay. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such jurisdiction.
The Merger shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.
Forward Looking Statements
This announcement contains statements which are, or may be deemed to be,
"forward-looking statements" and which are prospective in nature. All
statements other than statements of historical fact included in this
announcement may be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking statements.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends",
"anticipates", "believes", "targets", "aims", "projects", "future-proofing" or
words or terms of similar substance or the negative of such words or terms, as
well as variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would", "might" or "will"
be taken, occur or be achieved. Such statements are qualified in their entirety
by the inherent risks and uncertainties surrounding future expectations.
Forward-looking statements may include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the
expansion and growth of Northgate's or any member of the Wider Northgate
Group's, Redde's or any member of the Wider Redde Group's operations and the
Combined Group; and (iii) the effects of global economic conditions and
governmental regulation on Northgate's, any member of the Wider Northgate
Group's, Redde's or any member of the Wider Redde Group's and Combined Group's
business.
Such forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date hereof.
No member of the Wider Northgate Group, nor the Wider Redde Group, nor any of
their respective associates, directors, officers, employees or advisers
provides any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur.
All forward looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings, earnings per share or dividend per share for Northgate or
Redde, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings, earnings per
share or dividend per share for Northgate or Redde, as appropriate.
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 21 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at http://
www.thetakeoverpanel.org.uk/, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
END
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February 20, 2020 11:28 ET (16:28 GMT)
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