Announcement of FCA Approval and Timetable Update
15/09/2023 16:44
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RNS Number : 6639M Lookers PLC 15 September 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
15 September 2023
RECOMMENDED CASH OFFER
for
LOOKERS PLC ("Lookers")
by
GLOBAL AUTO HOLDINGS LIMITED ("Bidco")
ANNOUNCEMENT OF FCA APPROVAL AND TIMETABLE UPDATE
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.
The Increased Offer was subject to the conditions set out in Part III of the
Scheme Document, including receipt or deemed receipt of approval from the
Financial Conduct Authority ("FCA"), in respect of the change in control of
Lookers upon completion of the acquisition by Bidco of Lookers.
Lookers and Bidco are pleased to announce that the requisite approval has been
received from the FCA.
Next steps and timetable
The Scheme remains subject to certain other conditions (as set out in Part III
of the Scheme Document), including sanction by the Court at the Court Hearing
(expected to take place on 4 October 2023) and the delivery of a copy of the
Court Order to the Registrar of Companies. Subject to the Scheme receiving the
sanction of the Court and the delivery of a copy of the Court Order to the
Registrar of Companies and the satisfaction or (if capable of waiver) the
waiver of the remaining Conditions to the Scheme (as set out in Part III of
the Scheme Document) the Scheme is expected to become effective on 6 October
2023.
The expected timetable of principal events for the implementation of the
Scheme is set out below. Any updates to the expected timetable will be
announced through a Regulatory Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date((1))
Court Hearing (to sanction the Scheme) 4 October 2023
Last day for dealings in, and for the registration of transfer of, and 5 October 2023
disablement in CREST of, Lookers Shares
Scheme Record Time 6.00 p.m. on 5 October 2023
Dealings in Lookers Shares on the London Stock Exchange suspended 7.30 a.m. on 6 October 2023
Effective Date of the Scheme 6 October 2023((2))
Delisting of Lookers Shares 8.00 a.m. on 9 October 2023
Latest date for dispatch of cheques and crediting of CREST stock accounts for Within 14 days after the Effective Date
Offer consideration due under the Scheme
Long Stop Date 31 December 2023
((1)) All times shown are London time unless otherwise stated. The dates and
times given are indicative only and are based on current expectations and
subject to change.
((2)) Scheme to become Effective before the subsequent events set out in the
timetable.
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
James Thomlinson
Thomas Bective
Jordan Cameron
BMO Capital Markets Limited +44 (0) 20 7236 1010
(Financial adviser to the Wider Bidco Group)
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 +44 (0) 20 7260 1000
Lookers)
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.
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.
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