ReddePlease read this notice carefully – it applies to all persons who view this webpage and, depending on who you are and where you live, it may affect your rights. Please note that this notice and the information contained in it may be altered or updated from time to time in whole or in part at the sole discretion of Redde (“Redde”), and should be read in full each time you visit the website.
Access to the materials contained in this section of Redde’s website (the “Microsite“) may be restricted under securities laws in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction) before you may obtain access to the information on the Microsite. If you are unable, or have any doubt whether you are able to provide the necessary confirmations you should press ‘DECLINE‘ and you will not be able to view information about the Merger.
Disclaimer
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT REDDE CONSIDERS TO BE UNDULY ONEROUS (“RESTRICTED JURISDICTION”) AND, UNLESS OTHERWISE DETERMINED BY REDDE AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THE MICROSITE BY REDDE IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THE MERGER CANNOT BE VALIDLY ACCEPTED BY ANY PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THE MICROSITE.
Basis of access
The information contained on the Microsite relates to the all share merger of Redde and Northgate, with the entire issued and to be issued share capital of Redde to be acquired by Northgate. The Merger is intended to be implemented by means of a Redde scheme of arrangement under Part 26 of the Companies Act 2006. The information contained on the Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the Merger or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The information available on the Microsite has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (the “Code”) and information may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
The full terms and conditions of the Merger will be set out in the formal offer document to be sent to Redde shareholders. In deciding whether or not to take part in the Merger, shareholders of Redde should rely only on the information contained and procedures described in the formal offer document.
Responsibility
The information contained on the Microsite speaks only at the date of the relevant document or announcement reproduced on the Microsite, and neither Redde nor any of its affiliated companies has or accepts responsibility or duty to update any such information, document or announcement. Redde reserves the right to add to, remove or amend any information reproduced on the Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Redde is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.
None of Redde, its directors or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to the Microsite by a third party.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Overseas Persons
Viewing the materials you seek to access may not be lawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of and observe any legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
IF YOU ARE NOT PERMITTED TO VIEW MATERIALS ON THE MICROSITE PLEASE EXIT THE MICROSITE IMMEDIATELY. SHOULD YOU BE IN ANY DOUBT ABOUT WHETHER YOU ARE PERMITTED TO VIEW MATERIALS ON THE MICROSITE, YOU SHOULD NOT ACCESS THE MICROSITE AND YOU SHOULD TAKE LEGAL ADVICE.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Notice to United States Investors
The Merger relates to the securities of two English companies and is proposed to be implemented by means of a scheme of arrangement (the “Scheme”) 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 United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the United States proxy solicitation and tender offer rules. The financial information contained on the Microsite and the Scheme Document has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. 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 United States securities laws and regulations.
It may be difficult for United States holders to enforce their rights and claims arising out of the United States federal securities laws, since Northgate and Redde are located in countries other than the United States and are organised under the laws of England and Wales, and some or all of their officers and directors may be residents of countries other than the United States. United States holders may not be able to sue a non-US company or its officers or directors in a non-United States court for violations of United States securities laws. Further, it may be difficult to compel a non-United States company and its directors, officers and affiliates to subject themselves to a United States court’s jurisdiction and judgement.
It is expected that any New Northgate Shares to be issued pursuant to the Scheme would be issued in reliance upon the exemption from registration requirements of United States Securities Act 1933, as amended (the “US Securities Act”), provided by Section 3(a)(10) thereof and would not be registered under the US Securities Act.
In accordance with normal United Kingdom 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 United States, 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 United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward-looking statements
The Microsite may contain statements that are deemed to be “forward-looking statements” in connection to the Merger and the financial condition, results of operations and business of Northgate and/or Redde. Such statements are prospective in nature. All statements other than historical statements of facts may be forward-looking statements. Statements containing the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or “considers” or other similar words may be forward-looking statements.
These forward-looking statements are based on numerous assumptions and assessments made in light of Northgate and/or Redde’s (as applicable) experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in the Microsite could cause Northgate’s plans with respect to Redde, Redde or Northgate’s actual results, performance or achievements or industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on the Microsite. Each of Northgate and Redde expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
Unless expressly stated otherwise, no statement contained or referred to in the Microsite is intended to be a profit forecast.
All forward-looking statements contained in this area of the website are expressly qualified in their entirety by the cautionary statements contained or referred to in this notice.
This notice shall be governed by and interpreted in accordance with English law.
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