NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMENDED ACQUISITION

of

red24 plc ('red24')

by

iJET International Inc. ('iJET')

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Posting of Scheme Document and Expected Timetable of Principal Events

On 10 October 2016, the boards of iJET and red24 announced that they have reached agreement on the terms of a recommended all cash acquisition under which iJET will acquire the entire issued and to be issued share capital of red24 (the 'Acquisition'). It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the 'Scheme').

red24 is pleased to announce that a circular in relation to the Scheme (the 'Scheme Document') containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement in relation to the Scheme, an indicative timetable of principal events, notices convening the Court Meeting and the General Meeting and details of the actions to be taken by the red24 Shareholders and Scheme Shareholders has been published today and is being posted to red24 Shareholders.

As described in the Scheme Document, in order to approve the terms of the Acquisition, the Scheme Shareholders will need to vote in favour of the resolution to be proposed at the Court Meeting and red24 Shareholders will need to vote in favour of the Special Resolution to be proposed at the General Meeting. The Scheme will also require the sanction of the Court. Along with the Scheme Document, red24 Shareholders will receive the Forms of Proxy required to vote at the Court Meeting and the General Meeting. red24 Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to voting.

The Court Meeting and the General Meeting are scheduled to be held at the offices of Eversheds LLP, One Wood St, London, EC2V 7WS on 21 November 2016 with the Court Meeting scheduled to commence at 10.00 a.m. and the General Meeting scheduled to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).

Actions to be taken by red24 Shareholders in respect of the Shareholder Meetings are set out within the Scheme Document. red24 Shareholders and Scheme Shareholders are asked to complete and return their Forms of Proxy in accordance with the instructions set our therein and within the Scheme Document as soon as possible, but in any event so as to be received by the Receiving Agent, Capita Asset Services, not later than 48 hours before the relevant meeting. If the white Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Registrars, on behalf of the chairman of the Court Meeting, at the start of the Court Meeting. However, in the case of the General Meeting, if the yellow Form of Proxy is not lodged by the relevant time, it will be invalid.

Subject to the approval of Scheme Shareholders at the Court Meeting, the passing of the Special Resolution by red24 Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective on 15 December 2016. The expected timetable of principal events for the implementation of the Acquisition is set out below. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

red24 Shareholders should be aware that on completion of the Acquisition, the Company will become a wholly-owned subsidiary of iJET and red24 Shareholders and Scheme Shareholders should note that if the Scheme is approved at the Shareholder Meetings and the Acquisition completes, trading in the red24 Shares will be cancelled. A request has been made to the London Stock Exchange to cancel trading in the red24 Shares on AIM at 7.00 a.m. on the business day following the Effective Date without seeking the separate approval of red24 Shareholders under Rule 41 of the AIM Rules for Companies.

It is also expected that trading of the red24 Shares on AIM will be suspended from 7.30 a.m. on 15 December 2016. Following the AIM cancellation, red24 Shares will not be quoted on any publicly quoted market in the United Kingdom or elsewhere.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Voting Record Time for the Court Meeting and the General Meeting

6.00 p.m. on 19 November 2016

Latest time for lodging Forms of Proxy for the:

Court Meeting (WHITE Form of Proxy)

10.00 a.m. on 19 November 2016

General Meeting (YELLOW Form of Proxy)

10.15 a.m. on 19 November 2016

Court Meeting

10.00 a.m. on 21 November 2016

General Meeting

10.15 a.m. on 21 November 2016

The following dates are indicative only and are subject to change:

Scheme Record Time

6.00 p.m. on 14 December 2016

Court Hearing to sanction the Scheme

13 December 2016

Last day of dealings in red24 Shares

14 December 2016

Dealings in red24 Shares suspended in London

7.30 a.m. 15 December 2016

Effective Date of the Scheme

15 December 2016

Cancellation of admission to trading on AIM of red24 Shares

Despatch of cheques and crediting of CREST for cash consideration due under the Scheme

7.00 a.m. on 16 December 2016

Within 14 days of the Effective Date

Long-Stop Date

28 February 2017

Notes:

The WHITE Form of Proxy for the Court Meeting should be received by the Registrars by not later than 10.00 a.m. on 19 November 2016, or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned Court Meeting. WHITE Forms of Proxy not so received may be handed to the Registrars, on behalf of the chairman of the Court Meeting, before the start of the Court Meeting.

The YELLOW Form of Proxy for the General Meeting must be lodged with the Registrars by not later than 10.15 a.m. on 19 November 2016 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned General Meeting. The YELLOW Form of Proxy cannot be handed to the Registrars or the chairman of the General Meeting at that meeting.

If a Shareholder Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and red24

Shareholders (in the case of the General Meeting) on the register of members of red24 at 6.00 p.m. on the day which is two days before the adjourned meeting will be entitled to attend and vote.

To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

These times and dates are indicative only and will depend, among other things, on the dates on which: (i) the Conditions are either satisfied or (if capable of waiver) waived and (ii) the Court sanctions the Scheme. red24 will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, send notice of the change(s) to red24 Shareholders and, for information only, to participants in the red24 Share Schemes.

This date is indicative only and will depend on, among other things, the date upon which: (i) the Conditions are either satisfied or (if capable of waiver) waived and (ii) the Court sanctions the Scheme.

This is the last date on which the Scheme may become effective unless iJET and red24, with the consent of the Panel and, if required, the approval of the Court, agree a later date.

All references in this document to times are to London time unless otherwise stated.

Copies of this announcement and the Scheme Document will be available for inspection free of charge, subject to certain restrictions relating to persons in certain overseas jurisdictions, on the red24 website at www.red24plc.comup to and including the Effective Date. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Capitalised terms used in this announcement but not defined have the same meaning as in the Scheme Document.

red24 PLC Tel : +44(0) 207 741 2091

Simon Richards, Chairman

Maldwyn Worsley-Tonks, CEO

finnCap Tel: +44(0) 20 7220 0500

Julian Blunt / James Thompson (Corporate Finance)

Alice Lane (Corporate Broking)

Yellow Jersey PR Ltd Tel: +44(0) 776 853 4641

Philip Ranger, Aidan Stanley

About red24

red24 is a crisis assistance company that provides a range of security and business support services, offering preventative and reactive advice to help organisations and individuals to avoid or manage security and business risks to themselves, their families and their businesses. Its products and services are distributed through leading international financial service companies.

Important Notices:

Disclaimers

finnCap, which is authorised and regulated in the UK by the Financial Conduct Authority is acting exclusively for red24 and no one else in connection with the matters set out in this announcement. In connection with such matters, finnCap will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of finnCap or for providing advice in relation any matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document). Each red24 Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

Overseas Shareholders

The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document, the Forms of Proxy or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Ordinary Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such 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 Acquisition 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 the laws of Scotland and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this document and the accompanying documents had been prepared in accordance with the laws of jurisdictions outside of Scotland.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Information for Shareholders in the United Arab Emirates

This announcement has not been, and will not be, registered with, or licensed or approved by, the UAE Central Bank, the Emirates Securities and Commodities Authority, the Dubai Financial Services Authority or any other regulatory authority in the United Arab Emirates.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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) of the Code 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 Code, any person who is, or becomes, interested in one 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(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code).

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 Takeover Panel's website at 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

A copy of this announcement and the Scheme Document will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on red24's website (www.red24plc.com) by no later than 12 noon on 27 October 2016.

Red24 plc published this content on 26 October 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 October 2016 06:11:10 UTC.

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