TIDMLOOK
RNS Number : 0117P
Lookers PLC
06 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
6 October 2023
RECOMMED CASH OFFER
for
LOOKERS PLC ("Lookers")
by
GLOBAL AUTO HOLDINGS LIMITED ("Bidco")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 20 June 2023, the boards of Bidco and Lookers announced that
they had reached agreement on the terms of a recommended cash offer
by Bidco for the entire issued and to be issued ordinary share
capital of Lookers pursuant to Rule 2.7 of the Takeover Code, to be
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006.
On 27 July 2023, Bidco announced that it had reached agreement
with the board of Lookers on the terms of an increased recommended
cash offer by Bidco for the entire issued and to be issued share
capital of Lookers (the "Increased Offer") and that, with the
consent of the Panel and Lookers, the Increased Offer would be
implemented by way of a takeover offer (as defined in section 974
of the Companies Act 2006).
On 4 August 2023, Bidco announced that, with the consent of the
Panel and Lookers, the Increased Offer would be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). The Scheme is subject to the
terms and conditions set out in the scheme document published in
connection with the Increased Offer on 12 August 2023 (the "Scheme
Document").
On 5 September 2023, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and the Special Resolution
relating to the implementation of the Scheme was approved by the
Lookers Shareholders at the General Meeting also held on that
date.
On 4 October 2023, Lookers announced that the High Court of
Justice in England and Wales had made an order sanctioning the
Scheme under section 899 of the Companies Act 2006 ("Scheme Court
Order") on 4 October 2023.
Lookers and Bidco are pleased to announce that, following the
delivery of a copy of the Scheme Court Order to the Registrar of
Companies today, the Scheme has now become effective in accordance
with its terms and, pursuant to the Scheme, the entire issued, and
to be issued, ordinary share capital of Lookers is now owned by
Bidco.
A Scheme Shareholder on the register of members of Lookers at
the Scheme Record Time, being 6:00 p.m. on 5 October 2023, will be
entitled to receive 130 pence in cash per Lookers Share held.
Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected as soon as practicable and in any event
not later than 14 days after 6 October 2023, the Effective Date, as
set out in the announcement made by Lookers and Bidco in relation
to the Acquisition on 15 September 2023.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of
Lookers Shares from the premium listing segment of the Official
List and the cancellation of the admission to trading of Lookers
Shares on the London Stock Exchange's main market for listed
securities. These applications are expected to take effect by 8:00
a.m. on 9 October 2023.
As the Scheme has now become Effective, Lookers duly announces
that, as of today's date, Paul Van der Burgh, Sue Farr and Robin
Churchouse have each tendered their resignations and have stepped
down from the Lookers Board with immediate effect.
Full details of the Acquisition are set out in the Scheme
Document published on 12 August 2023.
Capitalised terms used in this announcement, unless otherwise
defined, shall have the meanings given to them in the Scheme
Document.
Enquiries:
Bidco +1 (905) 619 4996
Kuldeep Billan, Director
Jefferies International Limited (Financial
adviser to the Wider Bidco Group) +44 (0) 20 7029 8000
Philip Noblet
Thomas Bective
Jordan Cameron
BMO Capital Markets Limited
(Financial adviser to the Wider Bidco
Group) +44 (0) 20 7236 1010
Jeff Watchorn
Gary Mattan
Thomas Rider
Nick Macann
Hudson Sandler LLP (PR adviser to
Bidco) +44 (0) 20 7796 4133
Alex Brennan GAHL@hudsonsandler.com
Mark Garraway
Lookers via MHP
Mark Raban, Chief Executive Officer
Oliver Laird, Chief Financial Officer
Numis Securities Limited (Joint financial
adviser and corporate broker to Lookers) +44 (0) 20 7260 1000
Stuart Dickson
Stuart Ord
Oliver Steele
Duncan Wilson
Peel Hunt LLP (Joint financial adviser
and corporate broker to Lookers) +44 (0) 20 7418 8900
Adrian Trimmings
Michael Nicholson
Andrew Clark
Edward Lowe
MHP (Financial PR adviser to Lookers) +44 (0) 7595 461231
/
(0) 20 3128 8193
Lookers@mhpgroup.com
Tim Rowntree
Charles Hirst
Further Information
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for the Wider Bidco Group 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 in this announcement and will not be
responsible to anyone other than Wider Bidco Group for providing
the protections afforded to clients of Jefferies nor for providing
advice in relation to any matter referred to in this announcement
or any transaction or arrangement referred to herein. Neither
Jefferies nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with this
announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.
BMO Capital Markets Limited ("BMO"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser for the Wider Bidco
Group and for no one else in connection with the matters set out or
referred to in this announcement and will not be responsible to
anyone other than Wider Bidco Group for providing the protections
offered to clients of BMO nor for providing advice in relation to
the matters set out or referred to in this announcement. Neither
BMO nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of BMO in connection with this announcement, any
matter or statement set out or referred to herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Lookers and for no one else in connection with the Increased
Offer and/or any other matter referred to in this announcement and
will not be responsible to anyone other than Lookers for providing
the protections afforded to its clients or for providing advice in
relation to the Increased Offer, the contents of this announcement,
or any other matters referred to in this announcement. Neither
Numis nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of
Numis in connection with this announcement, any statement or other
matter or arrangement referred to herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Lookers and for no one else in connection with the
matters referred to in this announcement. Peel Hunt will not be
responsible to anyone other than Lookers for providing the
protections afforded to clients of Peel Hunt nor for providing
advice in relation to the contents of, or matters referred to in,
this announcement. Neither Peel Hunt nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Peel
Hunt in connection with the matters referred to in this
announcement, or otherwise.
This announcement is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe such restrictions. Any
failure to comply with such restrictions may constitute a violation
of the securities law of any such jurisdiction.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations,
the companies and persons involved in the Increased Offer disclaim
any responsibility or liability for the violation of such
restrictions by any person.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England.
The Increased Offer will not be made, directly or indirectly, in
or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility
of a national, state or other securities exchange of, a Restricted
Jurisdiction, and the Increased Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within a Restricted Jurisdiction. Copies of this announcement
and any formal documentation relating to the Increased Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of acceptance
of the Increased Offer.
Further details in relation to Lookers Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Notice to U.S. Investors in Lookers
The Increased Offer relates to the shares of a company
registered under the laws of England and Wales and is being made by
way of a scheme of arrangement provided for under Part 26 of the
Companies Act. The Increased Offer, implemented by way of a scheme
of arrangement, is not subject to the tender offer rules or the
proxy solicitation rules under the U.S. Exchange Act. Accordingly,
the Increased Offer is subject to the disclosure requirements and
practices applicable to a scheme of arrangement involving a target
company in England with its securities admitted to trading on the
London Stock Exchange, which differ from the requirements of U.S.
tender offer and proxy solicitation rules. If, in the future, Bidco
exercises its right to implement the Increased Offer by way of a
Takeover Offer and determines to extend the Takeover Offer into the
United States, the Increased Offer will be made in compliance with
applicable U.S. laws and regulations including Sections 14(d) and
14(e) of the U.S. Exchange Act and Regulations 14D and 14E
thereunder. Such a Takeover Offer would be made in the United
States by Bidco (and/or a nominee of Bidco) and no one else.
The financial information included in this announcement has been
prepared in accordance with accounting standards applicable in the
United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with U.S. generally accepted
accounting principles.
It may be difficult for U.S. Lookers Shareholders to enforce
their rights and any claim arising out of the U.S. federal
securities laws or the laws of any state or other jurisdiction in
the United States in connection with the Increased Offer, because
Lookers is located in a non-U.S. country, and some or all of its
officers and directors may be residents of a non-U.S. country. U.S.
Lookers Shareholders may not be able to sue a non-U.S. company or
its officers or directors in a non-U.S. court for violations of the
U.S. federal securities laws or the laws of any state or other
jurisdictions in the United States. Further, it may be difficult to
compel a non-U.S. company and its affiliates to subject themselves
to a U.S. court's jurisdiction or judgment.
U.S. Lookers Shareholders also should be aware that the
Increased Offer may have tax consequences in the United States and
that such consequences, if any, are not described herein. U.S.
Lookers Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
the Increased Offer.
Cautionary Note Regarding Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Increased Offer, and other information published by Bidco and/or
Lookers contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and/or Lookers about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement
include statements with respect to the expected effects of the
Increased Offer on Bidco and Lookers, the expected timing and scope
of the Increased Offer, the nancial condition, results of
operations and business of Lookers and certain plans and objectives
of Bidco with respect thereto and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identi ed by the fact that they do not relate only to
historical or current facts and may use words such as "anticipate",
"target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could" or other
words of similar meaning. These statements are based on assumptions
and assessments made by Lookers and/or Bidco in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such, because they
relate to events and depend on circumstances that will occur in the
future. Although Bidco and/or Lookers believe that the expectations
re ected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct and you are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. Neither Bidco nor Lookers assumes
any obligation to update or correct the information contained in
this announcement (whether as a result of new information, future
events or otherwise), except as required by applicable law.
There are a number of factors which could cause actual results
and developments to differ materially from those expressed or
implied in forward-looking statements. The factors that could cause
actual results to differ materially from those described in the
forward-looking statements include, but are not limited to: the
ability to complete the Increased Offer; the ability to obtain any
requisite regulatory and shareholder approvals and the satisfaction
of other Conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in
market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or dispositions; changes in general and economic business
conditions; changes in the behaviour of other market participants;
the anticipated bene ts of the Increased Offer not being realised
as a result of changes in general economic and market conditions in
the markets and jurisdictions in which Bidco and Lookers operate;
weak, volatile or illiquid capital and/or credit markets; changes
in the degree of competition in the geographic and business areas
in which Bidco and Lookers operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Neither Bidco nor Lookers, nor any of their respective
associates or directors, of cers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. Given the risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor Lookers is under any obligation, and
Bidco and Lookers expressly disclaim any intention or obligation,
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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 p.m. (London time) on the 10th
business day (as defined in the Code) following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day (as defined in the Code)
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 1 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 p.m. (London time) on the business day (as defined
in the Code) 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 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 +44
(0)20 7638 0129 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
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at https://globalautoholdings.com/
and at
https://www.lookersplc.com/investors/recommended-proposed-offer/ by
no later than 12 noon on the Business Day following the date of
this announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
Hard Copy Documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Increased Offer should be in hard copy form. For persons who
receive a copy of this announcement in electronic form or via a
website noti cation, a hard copy of this announcement will not be
sent unless so requested by contacting Lookers' registrar, Link
Group on +44 (0) 371 664 0321 or by submitting in writing to Link
Group, Central Square, 29 Wellington Street, Leeds LS1 4DL or by
email to ssdbeck@linkgroup.co.uk. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. Lines are open between 9.00 a.m. to 5.30 p.m.,
Monday to Friday excluding public holidays in England and Wales.
The helpline cannot provide advice on the merits of the Increased
Offer nor give any nancial, legal or tax advice.
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END
MSCMFBMTMTAMBAJ
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October 06, 2023 06:57 ET (10:57 GMT)
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