Red24 : Results of Shareholder Meetings

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

Results of Shareholder Meetings

red24 is pleased to announce that, at the Court Meeting and General Meeting convened earlier today, the Scheme Shareholders and red24 Shareholders respectively approved all of the resolutions proposed at both meetings by the requisite majorities in respect of the proposed acquisition by iJET of the entire issued and to be issued share capital of the Company to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006.

Details of these resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 26 October 2016 sent or made available to red24 Shareholders (the 'Scheme Document').

The number of red24 Shares in issue at 6.00 pm on 19 November 2016, being the Scheme Voting Record Time, was 49,483,355.

Court Meeting

The first meeting, convened in accordance with the order of the Court, sought approval from Scheme Shareholders entitled to vote for the Scheme.

The resolution proposed at the Court Meeting was decided on a poll. A majority in number of Scheme Shareholders who voted (either in person or by proxy), representing over 75 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote. Details of the votes cast are as follows:

	Number of Scheme Shareholders who voted	% of Scheme Shareholders who voted	Number of Scheme Shares voted	% of Scheme Shares voted
For	98	96.08	34,979,537	99.90
Against	4	3.92	35,929	0.10

red24 General Meeting

The red24 General Meeting sought approval of the Special Resolution . The Special Resolution was decided on a poll and duly passed. Details of the votes cast are as follows:

	Number of red24 Shares voted	% of red24 Shares voted
For	35,017,744	99.82
Against	62,716	0.18
Total vote (excl. Withheld)	35,080,460	100.00
Withheld*	0	0

* A vote withheld is not a vote in law and counts neither 'For' nor 'Against' the Special Resolution.

Next steps and key dates

Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme by the Court as set out in Part 3 (Conditions and Certain Further Terms of the Scheme and the Acquisition) of the Scheme Document.

The date of the Court Hearing to sanction the Scheme is expected to be 13 December 2016.

It is intended that dealings in red24 Shares will be suspended at 7.30 a.m. on 15 December 2016.

Subject to the Court approving the Scheme and a certified Court Order being delivered to the Registrar of Companies, it is anticipated that the Scheme will come into effect on 15 December 2016.

If the Court sanctions the Scheme it is intended that iJET will procure that red24 makes an application to cancel the admission to trading of red24 Shares on AIM, anticipated to take effect at 7.00 am on 16 December 2016.

Settlement of the consideration to which any holder of Scheme Shares is entitled will be effected as soon as practicable after the date on which the Scheme becomes effective and in any event not later than 14 days after that date.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or (if capable of waiver) waived. If any of the times and/or dates above change, the revised times and/or dates will be notified to red24 Shareholders by announcement through a Regulatory Information Service.

A full indicative timetable is contained on page 8 of the Scheme Document.

Other

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

red24 PLC Tel : [phone]

Simon Richards, Chairman

Maldwyn Worsley-Tonks, CEO

finnCap Tel: [phone]

Julian Blunt / James Thompson (Corporate Finance)

Alice Lane (Corporate Broking)

Yellow Jersey PR Ltd Tel: [phone]

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 [phone] 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 will be made available (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on red24's website (www.red24plc.com).