RNS
11-Feb-2008 - [Stock Exchange Announcements]
Recommended acquisition
of
Northgate Information Solutions plc
by
NIS Acquisitions Limited
a company controlled by certain funds advised by Kohlberg Kravis Roberts
On 21 December 2007, the Boards of NIS Acquisitions Limited and Northgate Information Solutions plc announced that they had reached agreement on the terms of a recommended acquisition of Northgate at a price of 95 pence in cash for each Northgate Share, valuing the entire issued and to be issued share capital of Northgate at approximately £593 million. The transaction will be implemented by way of a court-sanctioned scheme of arrangement.
Northgate announces that the Court Meeting and the Extraordinary General Meeting convened in relation to the proposed transaction, which were held earlier today, have both concluded successfully. All resolutions proposed, as set out in the notices of each meeting included in the Scheme Document dated 17 January 2008, received the necessary majorities and were accordingly approved. A summary of the voting results is set out below.
Unless the context otherwise requires, terms defined in the announcement dated 21 December 2007 have the same meaning in this announcement.
Voting results
The voting results in relation to the Court Meeting and the Extraordinary General Meeting are summarised below:
Court Meeting
Resolution to approve the Scheme of Arrangement
Number of Northgate Shareholders casting votes:
FOR 1,709 AGAINST 114
representing the following number of votes:
FOR 158,805,598 (99.73%) AGAINST 434,598 (0.27%)
TOTAL OF FOR AND AGAINST 159,240,196
Extraordinary General Meeting
Special resolution to give effect to the Scheme of Arrangement
Number of votes:
FOR 278,873,397 (99.85%) AGAINST 425,085 (0.15%) WITHHELD 1,900,592
Enquiries:
Northgate Information Solutions plc
Chris Stone, Group Chief Executive
John Stier, Group Finance Director
Tel: +44(0)1442 232424
Rothschild (financial adviser and Rule 3 adviser to Northgate)
Dominic Hollamby
Warner Mandel
Jeremy Millard
Tel: +44 (0)20 7280 5000
Citigroup Global Markets Limited (joint financial adviser and joint corporate broker to Northgate) Mark Fisher
Andrew Chapman
Tel: +44(0)20 7986 4000
Hoare Govett Limited (joint corporate broker to Northgate)
Andrew Foster
Tom Perry
Tel: +44(0)20 7678 7106
Maitland (PR adviser to Northgate) Neil Bennett Tel: +44 (0) 20 7379 5151
Rothschild, which is authorised and regulated in the UK by the FSA, is acting exclusively for Northgate and no-one else in connection with the Transaction and will not be responsible to anyone other than Northgate for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Transaction or any other matters referred to in this announcement.
Citigroup Global Markets Limited, which is authorised and regulated in the UK by the FSA, is acting exclusively for Northgate and no-one else in connection with the Transaction and will not be responsible to anyone other than Northgate for providing the protections afforded to clients of Citigroup Global Markets Limited or for providing advice in relation to the Transaction or any other matters referred to in this announcement.
Hoare Govett Limited, which is authorised and regulated in the UK by the FSA, is acting exclusively for Northgate and no-one else in connection with the Transaction and will not be responsible to anyone other than Northgate for providing the protections afforded to clients of Hoare Govett Limited or for providing advice in relation to the Transaction or any other matters referred to in this announcement.
The availability of the Transaction to persons who are not resident in and citizens of the UK or the US may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or citizens of the UK or US should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Northgate, all "dealings" in any "relevant securities" of Northgate, (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Northgate, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Northgate by NIS Acquisitions or Northgate, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should, without delay, contact an independent financial adviser authorised under the Financial Services and Markets Act 2000 or consult the Panel via its website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7582 9026; Fax +44 (0)20 7638 1554.
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