TIDMNTG
RNS Number : 7900D
Northgate PLC
21 February 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 February 2020
REDDE NORTHGATE PLC
RECOMMED ALL-SHARE MERGER OF
NORTHGATE PLC
and
REDDE PLC
COMPLETION OF MERGER, CHANGE OF NAME AND APPOINTMENT OF NEW
DIRECTORS
On 29 November 2019, Northgate plc (Northgate) and Redde plc
(Redde) announced that they had reached agreement on the terms of a
recommended all-share merger of Northgate and Redde (the Merger),
to be implemented by means of a Court approved scheme of
arrangement under Part 26 of the Companies Act 2006 (the
Scheme).
Redde Northgate is pleased to announce that the Scheme has
become effective as of today in accordance with its terms. In
accordance with the shareholder resolution passed by Northgate
Shareholders on 15 January 2020, Northgate was renamed Redde
Northgate plc (Redde Northgate) immediately following the Scheme
becoming effective.
As announced on 29 November 2019, Martin Ward has been appointed
as CEO of Redde Northgate with effect as of today. As announced on
12 December 2019, John Davies, Mark McCafferty and Stephen Oakley
have been appointed as non-executive directors of Redde Northgate
with effect as of today. Biographical details for each of these new
directors and details of their other appointments are included in
the prospectus which was published in connection with the Merger on
12 December 2019 (the Prospectus). In accordance with Listing Rule
9.6.13, it is noted that Stephen Oakley was a director of Signature
Brands Group Limited at the time it went into administration in
January 2011. Other than as stated in this paragraph and the
Prospectus, there are no additional matters that would require
disclosure pursuant to Listing Rule 9.6.13R.
The 112,858,905 New Northgate Shares to be issued in connection
with the Merger will be admitted to listing as listed securities on
the Premium Listing segment of the Official List and to trading on
the London Stock Exchange's Main Market at 8.00 am on 24 February
2020. Admission of Redde Shares to trading on AIM will be cancelled
with effect from 7.00 am on 24 February 2020.
Holders of Redde Shares on the register at the Scheme Record
Time, being 6.00 pm on 20 February 2020, will receive 0.3669 New
Northgate Shares for each Redde Share held by them. The CREST
accounts of Redde Shareholders will be credited with their New
Northgate Shares and share certificates for the New Northgate
Shares despatched to Redde Shareholders (as applicable) within 14
days of the date of this announcement.
Following the admission to trading of the New Northgate Shares,
Redde Northgate's issued share capital will consist of 246,091,423
ordinary shares admitted to trading on the London Stock Exchange
(with each ordinary share carrying the right to one vote) and
1,000,000 preference shares (with each preference share carrying no
voting rights). Redde Northgate holds no ordinary shares in
treasury. The total number of voting rights in Redde Northgate will
therefore be 246,091,423. This figure may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest, or a
change to their interest, in Redde Northgate under the FCA's
Disclosure Guidelines and Transparency Rules.
Redde Northgate's International Securities Identification Number
(ISIN) is GB00B41H7391.
Terms used but not defined in this announcement shall have the
meaning given to them in the circular to Northgate Shareholders
dated 12 December 2019.
Enquiries
Buchanan Communications + 44 (0) 207 466 5000
(Financial PR adviser to Redde Northgate)
David Rydell
Jamie Hooper
Tilly Abraham
Goldman Sachs International + 44 (0) 20 7774 1000
(lead joint financial adviser to
Redde Northgate)
Bertie Whitehead
Nick Harper
Jose Barreto
Barclays Bank PLC (joint financial + 44 (0) 20 7623 2323
adviser and corporate broker to
Redde Northgate)
Richard Probert
Osman Akkaya
Milan Solanki
LEI number: 213800B3ZUTDOZYVJB41
Important Notices
This announcement is for information purposes only and does not
constitute or form part of any offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to Merger. This announcement should not be construed as investment
advice and is not intended to form the basis of any investment
decision. It does not constitute a prospectus or prospectus
equivalent document.
Important notice related to financial advisers
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the UK, is acting exclusively
for Redde Northgate and no one else in connection with the Merger
or any other matter referred to in this announcement and will not
be responsible to anyone other than Redde Northgate for providing
the protections afforded to clients of Goldman Sachs International,
or for providing advice in connection with the Merger or any other
matter referred to in this announcement.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
UK by the FCA and the PRA, is acting exclusively for Redde
Northgate and no one else in connection with the Merger and will
not be responsible to anyone other than Redde Northgate for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Merger or any other matter
referred to in this announcement.
Overseas jurisdictions
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. This announcement has
been prepared for the purposes of complying with English law and
the City 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 of
England and Wales.
Unless otherwise determined by Redde Northgate or required by
the City Code, and permitted by applicable law and regulation, the
Merger will not be made available directly or indirectly in, into
or from any jurisdiction where local laws or regulations may result
in a significant risk of civil, regulatory or criminal exposure if
information concerning the Merger is sent or made available to
Redde shareholders in that jurisdiction (a "Restricted
Jurisdiction"), where to do so would violate the laws of that
jurisdiction. Accordingly, copies of this announcement and any
documentation relating to the Merger will not be and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction where to do so would violate the laws of that
jurisdiction. Doing so may render invalid any related purported
vote in respect of the Merger. If the Merger is implemented by way
of Takeover Offer (unless otherwise permitted by applicable law or
regulation), the Takeover Offer may not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
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 New Northgate Shares may not be offered, sold or delivered,
directly or indirectly, in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any
Restricted Persons except pursuant to an applicable exemption from,
or in a transaction not subject to, applicable securities laws of
those jurisdictions, or otherwise permitted under applicable
securities laws of those jurisdictions.
Further details in relation to overseas shareholders are
contained in the Scheme Document.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Merger, and other information published by Redde Northgate and
Redde contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of Redde Northgate
and Redde 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. The forward-looking statements
contained in such information include statements relating to the
expected effects of the Merger on Redde Northgate and Redde, the
expected timing and scope of the Merger and other statements other
than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or 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. Although Redde
Northgate and Redde believe that the expectations reflected in such
forward-looking statements are reasonable, Redde Northgate and
Redde can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include the satisfaction of the
Conditions, as well as additional factors, such as: local and
global political and economic conditions; significant price
discounting by competitors; changes in consumer habits and
preferences; foreign exchange rate fluctuations and interest rate
fluctuations (including those from any potential credit rating
decline); changes to the market in which the businesses operate;
changes in the employee environment; legal or regulatory
developments and changes; the outcome of any litigation; the impact
of any acquisitions or similar transactions; competitive product
and pricing pressures; success of business and operating
initiatives; changes in the level of investment in IT systems; and
changes in the level of capital investment. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Redde Northgate nor Redde, nor any
of their respective associates or directors, officers 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. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Listing Rules,
the Disclosure and Transparency Rules of the FCA and the AIM
Rules), neither Redde Northgate or Redde is under any obligation,
and Redde Northgate and Redde expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCSEDFLFESSEIE
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