Northgate plc (LSE:NTG) reached an agreement to acquire Redde plc (AIM:REDD) from a group of shareholders for approximately £400 million on November 29, 2019. Under the terms of the merger, each shareholder of Redde will be entitled to receive 0.3669 Northgate's shares for each share of Redde. This will be applicable for all issued and to be issued shares of Redde plc. If after the date of this announcement, any dividend, distribution or return of capital is declared, made or paid or becomes payable in respect of the Redde's shares (other than, or in excess of, any permitted Redde's dividend or any Redde's equalization dividend) with a record date on or before the effective date, Northgate reserves the right to reduce the exchange ratio accordingly so as to reflect the aggregate value attributable to any such non-permitted Redde's dividend. Immediately following completion, Northgate's shareholders will own approximately 54% and Redde's shareholders will own approximately 46% of the share capital of the combined group. It is intended that the merger will be implemented by means of a court-sanctioned scheme of arrangement of Redde. Northgate reserves the right to implement the merger by way of a takeover offer, subject to the certain approval. The merged entity will be called Redde Northgate plc. Prior to the scheme becoming effective, it is intended that applications will be made to the London Stock Exchange to cancel trading in Redde's shares on the stock exchange, with effect from or shortly following the effective date, and to re-register Redde as a private company. Northgate will seek approval for the New Northgate's shares to be admitted to the premium listing segment of the official list and to trading on the London Stock Exchange's main market.

Following completion, the Board of the combined group will include non-executive Directors from Redde and Northgate. Avril Palmer-Baunack, currently non-executive Chairman of Northgate, will become non-executive Chairman, Martin Ward, currently Chief Executive Officer of Redde, will become Chief Executive Officer and an executive Director, Philip Vincent, currently Chief Finance Officer of Northgate, will become Chief Finance Officer and an executive Director of the combined group. Any executive or non-executive Directors of Northgate or Redde not appointed to the Board of the combined group will step down from the Board of Northgate or the Board of Redde (as applicable) upon the scheme becoming effective. In conjunction with the proposed governance arrangements and Board composition of the combined group, Northgate confirms that Kevin Bradshaw has as of November 29, 2019 stepped down, by agreement with the Board of Northgate, from his position as a Director and Chief Executive Officer of Northgate with immediate effect. Northgate confirms that it intends to safeguard fully the existing statutory and contractual employment and pension rights of the Redde Group's employees and management and to make no material changes to the conditions of employment. Subject to the outcome of the detailed review of the integration options, it is possible that there may be a low to mid-single digit percentage reduction in the combined group's headcount, where there is duplication across Northgate's and Redde's existing corporate and support functions. The combined group will retain extensive operations across the UK, Ireland and Spain.

The deal is subject to approval of shareholders of Redde and Northgate, the requisite approvals of Financial Conduct Authority and Solicitors Regulation Authority, approval of the court, listing of new shares, third party approval and other conditions. As of February 5, 2020, Financial Conduct Authority approved the acquisition. The Directors of Redde intend unanimously to recommend its shareholders to vote in favor of the scheme at the court meeting and the resolutions to be proposed at the general meeting of shareholders of Redde as the Directors of Redde have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, approximately 4.7 million shares of Redde. In total, shareholders holding 1.2% stake in Redde have given irrevocable undertakings to vote in favor of the scheme. The Directors of Northgate intend unanimously to recommend to its shareholders to vote in favor of the deal. Scheme Voting Record Time for the Court Meeting and the Redde General Meeting has been set to January 13, 2020. Northgate Shareholder Meeting, Court Meeting and Redde General Meeting will be held on January 15, 2020. As on January 15, 2020, the shareholders of Redde plc and Northgate plc approved the transaction. Solicitors Regulation Authority approved the transaction on February 14, 2020 thereby satisfying all of the conditions to the merger relating to regulatory approvals. The scheme is expected to be effective during quarter one of 2020. The long stop date is April 30, 2020. The Boards of Northgate and Redde expect that the merger will generate pre-tax cost synergies of at least £10 million per annum, with target run-rate phasing of £7 million at the end of the first 12 months following completion and £10 million at the end of the second 12 months following completion. The final court hearing is expected to take place in the first quarter of 2020. As of February 14, 2020, the Court Hearing to sanction the Scheme has been set to February 20, 2020. The long stop date of the transaction is April 30, 2020. As of February 18, 2020, Redde Plc will be delisted from the FTSE AIM 50 Index and the FTSE AIM 100 Index, Knights Group Holding will be added to the FTSE AIM 50 Index, Tremor International will be added to the FTSE AIM 100 Index, effective February 21, 2020.

Bertie Whitehead, Nick Harper and Jose Barreto of Goldman Sachs International and Richard Probert, Osman Akkaya and Milan Solanki of Barclays Bank PLC acted as financial advisors, PricewaterhouseCoopers LLP acted as accountant and Freshfields Bruckhaus Deringer LLP acted as legal advisor to Northgate. Charles Harman, James Robinson and Wendy Hohmann of J.P. Morgan Securities plc and Giles Balleny and Nick Wells of Cenkos Securities plc (AIM:CNKS) acted as financial advisors and Bryan Cave Leighton Paisner LLP acted as legal advisor to Redde.

Northgate plc (LSE:NTG) completed the acquisition of Redde plc (AIM:REDD) from a group of shareholders on February 21, 2020. Northgate plc was renamed Redde Northgate plc (Redde Northgate) immediately following the Scheme becoming effective. As announced on November 29, 2019, Martin Ward has been appointed as Chief Executive Officer of Redde Northgate with effect from February 21, 2020. As announced on December 12, 2019, John Davies, Mark McCafferty and Stephen Oakley have been appointed as non-executive directors of Redde Northgate with effect as of today. As on February