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REDDE PLC - Scheme of Arrangement Becomes Effective

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

21 February 2020

RECOMMENDED ALL-SHARE MERGER

of

Redde plc

and

 Northgate plc

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On the Board of (“”) announced the passing of resolutions, at a Court Meeting and General Meeting of Redde Shareholders held on the same date as the announcement, approving the recommended all-share merger of (“”) and (the "”) to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the ""), the terms of which are set out in the scheme document published on (the “”).15 January 202012 December 2019Redde plcNorthgate plcReddeReddeNorthgateMergerSchemeScheme Document

Further to Redde’s announcement on that the Court had sanctioned the Scheme, the Board announces that the Court Order has been delivered to the Registrar of Companies today and accordingly, the Scheme has now become effective in accordance with its terms and the entire issued ordinary share capital of is owned by Northgate.20 February 2020Redde

Dealings in Redde Shares have been suspended from trading on the London Stock Exchange’s alternative investment market (“”) with effect from today.AIM7.30 am

Admission of the Redde Shares to trading on AIM will be cancelled with effect from on and Admission of the New Northgate Shares is expected to occur at on .7.00 am24 February 20208.00 am24 February 2020

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 website at .Reddewww.redde.com

All references in this announcement to times are to times in .London

Enquiries:

Important notices relating to financial advisers

, which conducts its investment banking business as J.P. Morgan Cazenove (""), is authorised in the by the (“”) and regulated by the PRA and the (“”). J.P. Morgan Cazenove is acting as financial adviser exclusively for 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 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.J.P. Morgan Securities plcPrudential Regulation AuthorityFinancial Conduct AuthorityReddeReddeUKUKJ.P. Morgan CazenovePRAFCA

Cenkos Securities plc (“”), which is authorised and regulated by the , is acting exclusively for 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 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.CenkosFCAReddeRedde

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 and respectively by no later than 12 noon ( time) on . For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.www.northgateplc.comwww.redde.comLondon24 February 2020

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 at The Registry, , Beckenham, Kent, BR3 4TU or onLink Asset Services34 Beckenham Road+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.

+44 (0) 122 532 1134





J.P. Morgan Cazenove (sole financial adviser to )      +44 (0) 207 742 4000







Cenkos Securities plc (nominated adviser and joint broker   +44 (0) 207 397 8900
to )





 (Financial PR adviser to )  +44 (0) 207 929 5599



 (Financial PR adviser to Northgate) +44 (0) 207 466 5119ReddeReddeReddeSquare1 Consulting LimitedReddeBuchanan CommunicationsMartin WardStephen OakleyCharles HarmanJames RobinsonWendy HohmannGiles BallenyNick WellsDavid BickDavid RydellJamie HooperTilly Abraham

Quick facts: Redde Northgate PLC

Price: 160

Market: LSE
Market Cap: £393.75 m
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