Scheme of Arrangement Becomes Effective

REDDE PLC - Scheme of Arrangement Becomes Effective

PR Newswire

London, February 21

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:

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.