TIDMNTG TIDMREDD
RNS Number : 9214Z
Northgate PLC
15 January 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
15 January 2020
NORTHGATE PLC
RESULT OF GENERAL MEETING
Northgate and Redde merger gains Northgate Shareholder
approval
The Northgate Board is pleased to announce that the resolutions
proposed at the Northgate General Meeting held on 15 January 2020,
seeking approval for the recommended all-share merger of Northgate
and Redde (the Merger), the change of name of Northgate from
completion of the Merger, the adoption of the Northgate Value
Creation Plan (the VCP) from completion of the Merger and the
approval of the amended directors' remuneration policy from
completion of the Merger, as described in the circular to Northgate
Shareholders dated 12 December 2019 (the Circular), were duly
passed by shareholders.
The Northgate Board is also pleased that the Merger has been
approved by Redde Shareholders at the Redde shareholder meetings
earlier today. The Merger remains subject to the satisfaction of
certain Conditions, including the requisite approvals of the FCA
and the SRA, and is expected to complete by the end of Q1 2020.
Full details of the poll results are set out below:
Resolution Votes for % Votes against % Votes total Votes cast as % Votes withheld
of Issued Share
Capital
To approve the
Merger and
authorise the
directors to
allot the New
Northgate
1. Shares 97,285,163 86.47 15,225,974 13.53 112,511,137 84.45 124,598
----------------- ----------- ------ -------------- ------ ------------ ----------------- ---------------
2. To change the 97,268,037 86.45 15,249,618 13.55 112,517,655 84.45 118,440
registered name
of Northgate to
Redde Northgate
plc
----------------- ----------- ------ -------------- ------ ------------ ----------------- ---------------
3. To approve and 67,564,764 60.01 45,015,140 39.99 112,579,904 84.50 56,190
adopt the
Northgate Value
Creation Plan
----------------- ----------- ------ -------------- ------ ------------ ----------------- ---------------
4. To approve the 67,615,596 60.21 44,689,721 39.79 112,305,317 84.29 330,776
amended
directors'
remuneration
policy of
Northgate
----------------- ----------- ------ -------------- ------ ------------ ----------------- ---------------
Following constructive shareholder discussions, the Remuneration
Committee has set the VCP base share price at 350p, being the
closing price on the day before the Merger Announcement of 29
November 2019. The shareholder preferred rate of return is set at
7%, with the total pool for participants being 5% of the growth in
TSR above that preferred return where the CAGR is between 7% and
10%, reducing to 2.75% share once a CAGR of 10% is achieved and to
0.5% share once a CAGR of 30% is reached.
Results of the poll can be viewed on Northgate's website:
http://www.northgateplc.com.
Please note a 'vote withheld' is not a vote under English law
and is not counted in the calculation of votes 'for' and 'against'
a resolution or the total number of votes cast.
Resolutions 1, 3 and 4 were ordinary resolutions and resolution
2 was a special resolution.
The total number of Northgate Shares in issue as at 6pm on 13
January 2020, being the last practicable business date prior to the
Northgate General Meeting, was 133,232,518 Northgate Shares.
In accordance with Listing Rule 9.6.2, a copy of the resolutions
passed at the Northgate General Meeting will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at https://www.morningstar.co.uk/uk/NSM.
Enquiries
Buchanan Communication 44 (0) 207 466 5000
David Rydell
Jamie Hooper
Tilly Abraham
Northgate 44 (0) 7808 212 964
Kirsty Law, Investor Relations
Goldman Sachs International 44 (0) 20 7774 1000
(lead joint financial adviser to
Northgate)
Bertie Whitehead
Nick Harper
Jose Barreto
Barclays Bank PLC (joint financial 44 (0) 20 7623 2323
adviser and corporate broker to
Northgate)
Richard Probert
Osman Akkaya
Milan Solanki
LEI number: 213800B3ZUTDOZYVJB41
Terms used but not defined in this announcement have the meaning
set out in the Circular.
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 of 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 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 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 Northgate and
no one else in connection with the Merger and will not be
responsible to anyone other than 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. In particular, the ability of persons
who are not resident in the United Kingdom to vote their Redde
Shares with respect to the Scheme at the Redde Court Meeting, or to
appoint another person as proxy to vote at the Redde Court Meeting
on their behalf or to hold and vote Northgate Shares, may be
affected by the laws of the relevant jurisdictions in which they
are located. 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 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
a Restricted Jurisdiction where to do so would violate the laws of
that jurisdiction. No person may vote in favour of the Merger by
any use, means, instrumentality or form, and the Merger will not be
capable of acceptance, from or within a Restricted Jurisdiction, if
to do so would constitute a violation of 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 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 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 such
information include statements relating to the expected effects of
the Merger on 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 Northgate and Redde believe that the
expectations reflected in such forward-looking statements are
reasonable, 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 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 Northgate or Redde is under any obligation, and
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
ROMEADFSFFPEEFA
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