Share Name Share Symbol Market Type Share ISIN Share Description
Redde Plc NEX:REDD.GB NEX Ordinary Share GB00BLWF0R63
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.198 -0.19% 104.802 100.00 110.00 105.00 104.624 105.00 44,463 12:15:14
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
- - - -

Redde Plc Recommended All-share Merger

14/02/2020 12:00pm

UK Regulatory (RNS & others)


 
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 
 
                                                               14 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 
 
                            Notice of Court Hearing 
 
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").  The 
Board of Redde noted that completion of the Merger remained subject to the 
satisfaction, or, if applicable, the waiver of the other Conditions set out in 
the Scheme Document, including the regulatory approvals from the FCA and the 
SRA. 
 
On 5 February 2020, Northgate announced that the FCA had given the requisite 
approval for the recommended Merger to proceed.  Today, Northgate has announced 
that the SRA had given the requisite approval for the recommended Merger to 
proceed. 
 
Whilst all required regulatory approvals have now been received, completion of 
the Merger remains subject to the waiver or satisfaction of the remaining 
conditions set out in the Scheme Document including the sanction of the Court 
at the Court Hearing. 
 
An updated Expected Timetable of Principal Events is set out below. The Court 
Hearing has been scheduled to be held on 20 February 2020 and the Effective 
Date of the Scheme is expected to be 21 February 2020. 
 
Defined terms used but not defined in this announcement have the meanings set 
out in the Scheme Document. 
 
                    EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
      The following indicative timetable sets out expected dates for the 
                         implementation of the Scheme. 
 
                      Event                          Time and/or date(1) 
 
Court Hearing to sanction the Scheme               20 February 2020 
 
Last day of dealings in, and for registration of   20 February 2020 
transfers of, Redde Shares 
 
Scheme Record Time                                 6:00 pm on 20 February 
                                                   2020 
 
Suspension of trading, and dealings, in Redde      7:30 am on 21 February 
Shares                                             2020 
 
Effective Date                                     21 February 2020(2) 
 
De-listing of Redde Shares                         7.00 am on 24 February 
                                                   2020 
 
New Northgate Shares issued to Redde Shareholders  By 8.00 am on 24 
                                                   February 2020 
 
Admission and commencement of dealings in New      8.00 am on 24 February 
Northgate Shares                                   2020 
 
CREST accounts of Redde Shareholders credited with On or after 8.00 am on 
New Northgate Shares                               24 February  2020 but no 
                                                   later than 14 days after 
                                                   the Effective Date 
 
Latest date for CREST accounts to be credited with 14 days after the 
any cash due in relation to the sale of fractional Effective Date 
entitlements 
 
Latest date for despatch of share certificates for 14 days after the 
New Northgate Shares and cheques for the cash due  Effective Date 
in relation to the sale of fractional entitlements 
for those Redde Shareholders who do not hold their 
Redde Shares 
 
Long Stop Date                                     30 April 2020(3) 
 
 
 
Notes: 
 
(1) References to times are to London time. The dates and times given are 
indicative only and are based on current expectations and may be subject to 
change. If any of the times and/or dates above change, the revised times and 
/or dates will be announced via a Regulatory Information Service. 
 
(2) The court order approving the Scheme is expected to be delivered to 
Companies House on 21 February 2020 (following the Scheme Record Time on 20 
February 2020 and the suspension of dealings in Redde Shares on 21 February 
2020), which date will then become the Effective Date. The events which are 
stated as occurring on subsequent dates are conditional on the Effective 
Date and operate by reference to this time. 
 
(3) This is the latest date by which the Scheme may become Effective. 
However, the Longstop Date may be extended to such later date as Redde and 
Northgate may agree in writing (with the Panel's consent and as the Court 
may approve (should such approval(s) be required)). 
 
Enquiries: 
 
Redde                                                 +44 (0) 122 532 1134 
 
Martin Ward 
 
Stephen Oakley 
 
J.P. Morgan Cazenove (sole financial adviser to       +44 (0) 207 742 4000 
Redde) 
 
Charles Harman 
 
James Robinson 
 
Wendy Hohmann 
 
Cenkos Securities plc (nominated advisor and joint    +44 (0) 207 397 8900 
broker to Redde) 
 
Giles Balleny 
 
Nick Wells 
 
Square1 Consulting Limited                            +44 (0) 207 929 5599 
 
David Bick 
 
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. 
 
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 17 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. 
 
Time 
 
All times shown in this Announcement are London times, unless otherwise stated. 
 
 
 
END 
 

(END) Dow Jones Newswires

February 14, 2020 07:00 ET (12:00 GMT)

1 Year Redde Chart

1 Year Redde Chart

1 Month Redde Chart

1 Month Redde Chart
Your Recent History
NEX
REDD.GB
Redde
Register now to watch these stocks streaming on the ADVFN Monitor.

Monitor lets you view up to 110 of your favourite stocks at once and is completely free to use.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:gb D:20200217 13:07:54