ZIG Zigup Plc

 
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 
 
                                                               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   +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 5119 
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. 
 
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. 
 
 
 
END 
 

(END) Dow Jones Newswires

February 21, 2020 10:00 ET (15:00 GMT)

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