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
RECOMMENDED
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 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 5000 |
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.