REG - Inchcape PLC - Circular and Notice of General Meeting

InchcapeAnnouncement

28/11/2022 16:15

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RNS Number : 8276H  Inchcape PLC  28 November 2022

Inchcape PLC

28 November 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

For immediate release

 

INCHCAPE PLC

 

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

 

 

Further to the announcement on 28 July 2022 by Inchcape plc ("Inchcape" or the
"Company") regarding the proposed acquisition of Derco (the "Transaction"),
the Group is pleased to announce that the circular relating to the Transaction
(the "Circular") has been approved by the Financial Conduct Authority.

 

When announced on 28 July 2022, the Transaction was conditional on, among
other things, the approval of the Company's shareholders, merger control
clearance in Chile and Peru and a merger control filing in Colombia. The
merger control filing in Colombia has been submitted and accepted and merger
control clearance has been secured in Chile. Merger control documents have
been submitted to the relevant regulatory body in Peru.

 

The Circular contains a notice convening a general meeting of the Company,
which is to be held at Exchange House, Primrose Street, London, EC2A 2EG at
10:00am on 16 December 2022 (the "General Meeting"), at which an ordinary
resolution will be proposed for shareholders to approve the Transaction. The
Board expects that, subject to the satisfaction and/or waiver (where
applicable) of the conditions precedent to the Transaction, completion of the
Transaction will occur at the end of 2022 or in Q1 2023.

 

The Circular is available on the Company's website, www.inchcape.com, and has
been submitted to the National Storage Mechanism, where it will be available
for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Copies of the Circular will be available for inspection during normal business
hours on any business day at the Company's offices at 22a St James's Square,
London, SW1Y 5LP from the date of the Circular up to and including the date of
the General Meeting and for the duration of the General Meeting.

 

The Circular will shortly be sent to the Company's shareholders, other than
those who have elected for notification by electronic communication.

 

Enquiries:

 

 Inchcape plc - Investor Relations
 Raghav Gupta-Chaudhary                                                  +44 (0)7933 395 158

                                                                         investors@Inchcape.com (mailto:investors@harrier.com)
 Brunswick Group - Media Enquiries
 Susan Gilchrist, Kate Holgate                                           +44 20 7404 5659

                                                                         inchcape@brunswickgroup.com (mailto:inchcape@brunswickgroup.com)
 Greenhill - Financial Adviser and Sponsor
 Charles Gournay, Dean Rodrigues                                         +44 20 7198 7400
 J.P. Morgan Cazenove - Financial Adviser and Joint Corporate Broker
 Nicholas Hall, Ameya Velhankar                                          +44 20 7742 4000
 Jefferies International - Financial Adviser and Joint Corporate Broker
 Ed Matthews, Philip Noblet                                              +44 20 7029 8000

 

Important notice

This Announcement is not intended to, and does not constitute, or form part
of, any offer to sell or issue or any solicitation of an offer to purchase,
subscribe for, or otherwise acquire, any securities or a solicitation of any
vote or approval in any jurisdiction. Inchcape Shareholders are advised to
read carefully the Circular once it has been published. Any response to the
Transaction should be made only on the basis of the information in the
Circular to follow.

Greenhill & Co. International LLP ("Greenhill"), which is authorised and
regulated in the UK by the FCA, J.P. Morgan Securities plc (which conducts its
UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), which is authorised by the Prudential Regulatory Authority (the
"PRA") and regulated by the FCA and the PRA in the UK, and Jefferies
International Limited ("Jefferies") which is authorised and regulated by the
FCA in the UK (together, the "Financial Advisers"), are acting exclusively for
the Company and no one else in connection with the Transaction and accordingly
will not be responsible to anyone other than the Company for providing the
protections afforded to their clients, or for providing advice in connection
with the Transaction, the contents of this Announcement or any other
transaction, arrangement or other matter referred to in this Announcement as
relevant.

Apart from the responsibilities and liabilities, if any, which may be imposed
on each of the Financial Advisers under by the Financial Services and Markets
Act 2000, as amended (the "FSMA") or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where the
exclusion of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither of the Financial Advisers nor any of their
respective subsidiaries, branches or affiliates, accept any duty, liability or
responsibility whatsoever (whether direct or indirect) to any person for any
acts or omissions of the Company in relation to the Transaction or makes any
representation or warranty, express or implied, as to the contents of this
Announcement, including its accuracy, completeness. verification or
sufficiency or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company or the Transaction, or any other
matter referred to herein and nothing in this Announcement should be relied
upon as a promise or representation in this respect, whether or not as to the
past or future. Each of the Financial Advisers and their respective
subsidiaries, branches and affiliates accordingly disclaim all and any duty
liability and responsibility whether arising in tort, contract, statute or
otherwise (save as referred to above) in respect of this Announcement or any
such statement or otherwise.

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