TIDMREDD TIDMNTG
RNS Number : 9296Z
Redde PLC
15 January 2020
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
15 January 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
RESULTS OF THE COURT MEETING AND THE REDDE GENERAL MEETING
Redde plc ("Redde") announces that at the Court Meeting and the
Redde General Meeting held earlier today in connection with the
recommended all-share merger of Northgate plc ("Northgate") and
Redde (the "Merger"), all resolutions were duly passed.
As previously announced, the Merger is to be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme") and today:
(i) a majority in number of Scheme Shareholders who voted and
were entitled to vote, either in person or by proxy, who together
represented not less than 75 per cent. in value of the Scheme
Shares voted, voted in favour of the Scheme at the Court Meeting;
and
(ii) the requisite majority of Redde Shareholders voted to pass
the special resolution to approve and implement the Scheme
(including, without limitation, the amendment to the Redde articles
of association) at the Redde General Meeting.
Details of the resolutions passed are set out in the notices to
the Court Meeting and the Redde General Meeting contained in the
scheme document published by Redde on 12 December 2019 in
connection with the Merger (the "Scheme Document").
Redde is also pleased to note that the Merger has been approved
by Northgate shareholders at the Northgate shareholder meeting as
announced by Northgate today.
John Davies, Interim Non-Executive Chairman of Redde commented:
"Redde's board is pleased that shareholders of both Redde and
Northgate today approved the proposed merger of the two companies.
Completion of the proposed merger remains subject to regulatory
approvals and a final court hearing but is still expected to take
place in the first quarter of 2020".
At the Scheme Voting Record Time, Redde had 306,868,351 ordinary
shares in issue. Therefore the total number of voting rights in
Redde at the Scheme Voting Record Time was 306,868,351.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote per Scheme Share held at the Scheme Voting
Record Time.
Resolution Number of % of the Number of % of Scheme Number of
Scheme Shareholders voting Scheme Scheme Shares Shares which Scheme Shares
who voted Shareholders voted were voted voted as
a % of the
total issued
share capital
For 174 82.08 164,715,331 90.36 53.68
--------------------- --------------- --------------- -------------- ---------------
Against 38 17.92 17,566,420 9.64 5.72
--------------------- --------------- --------------- -------------- ---------------
Total 212 100 182,281,751 100 59.40
--------------------- --------------- --------------- -------------- ---------------
Voting results of the Redde General Meeting
The table below sets out the results of the poll at the Redde
General Meeting. Each Redde Shareholder, present in person or by
proxy, was entitled to one vote per Redde Share held at the Scheme
Voting Record Time.
Redde Special Resolution Number of Redde Shares % of the total Redde
voted* Shares voted*
For 164,317,544 90.30
----------------------- ---------------------
Against 17,641,021 9.70
----------------------- ---------------------
Withheld(*) 178,818 N/A
----------------------- ---------------------
Total 182,137,383 100
----------------------- ---------------------
(*) A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
Redde Special Resolution.
Effective Date and Timetable
Completion of the Merger remains 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 and the Court sanctioning the Scheme at the Court
Hearing.
The Court Hearing is expected to be held after the satisfaction,
or, if applicable, the waiver of the Conditions in respect of the
regulatory approvals. Subject to the Scheme being sanctioned by the
Court at the Court Hearing and the delivery of the Scheme Court
Order to the Registrar of Companies, the Scheme is expected to
become effective on the Business Day following the Court Hearing,
which is expected to occur in the first quarter of 2020. The Merger
is conditional on the Scheme becoming effective by no later than 30
April 2020 or such later date (if any) as Northgate and Redde may
agree, with the consent of the Panel, and as the Court may approve
(if such consent(s)/approval(s) are required).
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.
Certain figures included in this announcement have been subject
to rounding adjustments. Accordingly, figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures
that precede them.
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 advisor
and joint broker to Redde) +44 (0) 207 397 8900
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.
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 16 January 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.
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
ROMBSGDBDSBDGGU
(END) Dow Jones Newswires
January 15, 2020 09:47 ET (14:47 GMT)
Redde Northgate (LSE:REDD)
Historical Stock Chart
From Mar 2024 to Apr 2024
Redde Northgate (LSE:REDD)
Historical Stock Chart
From Apr 2023 to Apr 2024
