Increased Offer and switch to a Takeover Offer
27/07/2023 07:00
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RNS Number : 3953H Global Auto Holdings Limited 27 July 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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
FOR IMMEDIATE
RELEASE
27 July 2023
RECOMMENDED INCREASED CASH OFFER
for
LOOKERS PLC ("Lookers")
by
GLOBAL AUTO HOLDINGS LIMITED ("Bidco")
Announcement of Increased Offer and switch from Scheme of Arrangement to a
Takeover Offer
On 20 June 2023, the board of Bidco and the board of Lookers announced (the
"2.7 Announcement") that they had reached agreement on the terms and
conditions 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 (the "Offer"), to be implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Increased Offer
Bidco is pleased to confirm that it has 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").
Under the terms of the Increased Offer, Lookers Shareholders will be entitled
to receive:
for each Lookers Share 130 pence in cash
(the "Increased Offer Price")
The Increased Offer Price values Lookers' entire issued and to be issued share
capital at approximately £504.2 million.
The Increased Offer Price represents an increase of approximately 8.3 per
cent. on 120 pence per Lookers Share, being the original Offer Price for the
Offer, and a premium of approximately:
· 46.6 per cent. to the Closing Price per Lookers Share of 88.7
pence on 19 June 2023 (being the latest practicable date prior to the date of
the 2.7 Announcement) (the "2.7 Announcement Latest Practicable Date");
· 54.0 per cent. to the volume weighted average price per Lookers
Share of 84.4 pence for the one-month period ended on the 2.7 Announcement
Latest Practicable Date; and
· 60.6 per cent. to the volume weighted average price per Lookers
Share of 80.9 pence for the 12-month period ended on the 2.7 Announcement
Latest Practicable Date.
Dividends
If any dividend, distribution or other return of value is announced,
authorised, declared, made or paid in respect of Lookers Shares on or after
the date of this announcement and prior to the Effective Date, Bidco reserves
the right to reduce the Increased Offer consideration by the aggregate amount
of such dividend, distribution or other return of value. In such
circumstances, Lookers Shareholders shall be entitled to retain any such
dividend, distribution or other return of value announced, declared, made or
paid.
Switch to Takeover Offer
Bidco today further announces that, with the consent of the Panel and Lookers,
the Increased Offer will be implemented by way of a recommended takeover offer
(as defined in section 974 of the Companies Act 2006) (the "Takeover Offer").
As the Increased Offer is to be implemented by way of a Takeover Offer, the
board of Lookers will propose a resolution to adjourn the Court Meeting and
General Meeting which are due to take place today in connection with the
Scheme indefinitely and they will not be rescheduled.
Financing of the Increased Offer
In connection with the financing of the Increased Offer, Bidco has entered
into an amendment and restatement agreement between, among others, Bidco,
Holdco, Bank of Montreal, Fédération des caisses Desjardins du Québec and
National Bank of Canada (together, the "Original Interim Lenders") (the
"Amendment and Restatement Agreement") which amends and restates the
$615,000,000 interim facility agreement dated 20 June 2023 between, among
others, Bidco and the Original Interim Lenders (the "IFA", as amended and
restated by the Amendment and Restatement Agreement, the "Amended and Restated
IFA"). Pursuant to the Amendment and Restatement Agreement, the Original
Interim Lenders have increased their total commitments under the Amended and
Restated IFA to provide Bidco with an interim term loan in an aggregate amount
equal to $666,165,192.
Each of Jefferies and BMO, as financial advisers to the Wider Bidco Group, are
satisfied that sufficient resources are available to Bidco to enable it to
satisfy in full the cash consideration payable to Lookers Shareholders under
the terms of the Increased Offer.
Conditions
Save where set out in this announcement, the terms and conditions applicable
to the Increased Offer remain unchanged from those set out in the 2.7
Announcement (subject to appropriate amendments to reflect the change in
structure by which the Increased Offer is to be implemented, being a Takeover
Offer rather than the Scheme).
The Increased Offer will be conditional on, among other things, valid
acceptances being received (and not validly withdrawn) by not later than 1.00
p.m. (London time) on the unconditional date (or such later time(s) and/or
date(s) as Bidco may, with the consent of the Panel, decide) in respect of
such number of Lookers Shares as shall, when aggregated with any Lookers
Shares acquired or unconditionally agreed to be acquired (whether pursuant to
the Increased Offer or otherwise) by Bidco and/or any of its wholly-owned
subsidiaries, represent Lookers Shares carrying not less than 75 per cent. of
the voting rights then exercisable at a general meeting of Lookers
Shareholders (or such lower percentage as Bidco may decide, provided that
Bidco and/or any of its wholly-owned subsidiaries shall hold or have acquired
or agreed to acquire (whether pursuant to the Increased Offer or otherwise),
directly or indirectly, Lookers Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general meeting of
Lookers) (the "Acceptance Condition"). Unless the Panel agrees otherwise,
the Acceptance Condition shall only be capable of being satisfied when all
other Conditions have been satisfied or waived.
Timetable
It is a requirement of the Code that an offer document containing, amongst
other things, the terms and Conditions applicable to the Increased Offer (the
"Offer Document") is published. The Offer Document will specify the actions to
be taken by Lookers Shareholders in respect of the Increased Offer and it is
anticipated that Bidco will publish the Offer Document (and the accompanying
form of acceptance) within 28 days of the date of this announcement. The
Panel has agreed with Bidco and Lookers that "Day 60" of the Takeover Code
timetable will be the day falling 60 days after publication of the Offer
Document (or such later date as may be determined by Bidco with the agreement
of the Panel to be the last date for fulfilment of the Acceptance Condition).
Further details of the expected timetable will be set out in the Offer
Document.
Recommendation
The Lookers Directors, who have been so advised by Numis and Peel Hunt as to
the financial terms of the Increased Offer, consider the terms of the
Increased Offer to be fair and reasonable. In providing their advice to the
Lookers Directors, Numis and Peel Hunt have taken into account the commercial
assessments of the Lookers Directors.
Accordingly, the Lookers Directors intend to recommend unanimously that
Lookers Shareholders accept, or procure acceptance of, the Increased Offer, as
the Lookers Directors have irrevocably undertaken to do in respect of their
own entire beneficial holdings, and those of their connected persons, of
753,143 Lookers Shares, in aggregate, representing approximately 0.2 per cent.
of the issued share capital of Lookers as at the close of business on 26 July
2023 (being the latest practicable date prior to the date of this announcement
(the "Latest Practicable Date")).
Irrevocable undertakings and letters of intent
All of the irrevocable undertakings described in the 2.7 Announcement continue
to remain valid in relation to the Increased Offer.
As set out in the 2.7 Announcement, in addition to the irrevocable
undertakings given by the Lookers Directors, Bidco received certain letters of
intent to support the original Offer from certain other Lookers Shareholders.
As at the close of business on the Latest Practicable Date, these letters of
intent, which have not been withdrawn, were given in relation to 41,833,538
Lookers Shares, in aggregate, representing approximately 11.0 per cent of the
issued share capital of Lookers.
The total number of Lookers Shares which are therefore subject to irrevocable
undertakings or letters of intent received by Bidco from Lookers Shareholders
is 42,586,681 Lookers Shares, in aggregate, representing approximately 11.2
per cent of the issued share capital of Lookers as at the close of business on
the Latest Practicable Date.
Delisting, Compulsory Acquisition and Re-registration
Assuming the Acceptance Condition has been satisfied, including if reduced by
Bidco in its sole discretion, that the Increased Offer becomes, or is
declared, unconditional and that Bidco has, by virtue of its shareholdings and
acceptances of the Increased Offer or otherwise, acquired, or agreed to
acquire, Lookers Shares carrying not less than 75 per cent. of the voting
rights then exercisable at a general meeting of Lookers Shareholders, it is
intended that the listing of the Lookers Shares on the Official List and the
admission to trading of the Lookers Shares on the Main Market of the London
Stock Exchange will be cancelled.
If Bidco receives acceptances of the Increased Offer in respect of, and/or
otherwise acquires, or unconditionally contracts to acquire, 90 per cent. or
more of the Lookers Shares by nominal value and voting rights attaching to
such shares to which the Increased Offer relates and the Increased Offer has
become, or been declared, unconditional, Bidco intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to
acquire compulsorily the remaining Lookers Shares in respect of which the
Increased Offer has not been accepted on the same terms as the Increased
Offer.
It is also intended that, following the Increased Offer becoming, or being
declared, unconditional, Lookers will be re-registered as a private limited
company.
Unless otherwise defined in this announcement, capitalised terms used in this
announcement shall have the meanings given to them in the 2.7 Announcement.
The Appendix to this announcement contains sources and bases of certain
information contained in this announcement.
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 461 231 /
(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 ("FCA") 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 FCA, 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 FCA, 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.
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 such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. In particular, the ability of persons who are not resident in
the United Kingdom or who are subject to the laws of another jurisdiction to
accept their Lookers Shares into the Increased Offer, or to execute and
deliver a form of acceptance, may be affected by the laws of the relevant
jurisdictions in which they are located or to which they are subject. 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
will be contained in the Offer 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. If Bidco determines to extend the Increased Offer
into the United States, it 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. The Increased 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.
Hard Copy Documents
In accordance with Rule 30.3 of the Code, Lookers Shareholders, persons with
information rights and participants in the Lookers Share Schemes may request a
hard copy of this announcement by contacting Lookers' Group General Counsel
and Company Secretary, Philip Kenny on 0161 291 0043 or
philipkenny@lookers.co.uk. For persons who receive a copy of this announcement
in electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may, subject
to applicable securities laws, also request that all future documents,
announcements and information be sent to them in relation to the Increased
Offer in hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments.
APPENDIX
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:
· Lookers' fully diluted equity value has been calculated on the
basis of a fully diluted issued ordinary share capital of 387,836,022 Lookers
Shares, calculated as:
o 381,779,006 Lookers Shares in issue on 26 July 2023 (being the Latest
Practicable Date); plus
o 6,057,016 Lookers Shares to be issued on the expected exercise of options
granted or expected to be granted under the Lookers Share Schemes being the
expected number of Lookers Shares which could be issued on or after the date
of this announcement on the exercise of options under the Lookers Share
Schemes.
· The premium calculations to the price per Lookers Share used in
this announcement have been calculated by reference to:
o the Closing Price on the 2.7 Announcement Latest Practicable Date of 88.7
pence per Lookers Share;
o the volume weighted average price of 84.4 pence per Lookers Share on 22
May 2023 (being the one-month period ended on the 2.7 Announcement Latest
Practicable Date) derived from Bloomberg; and
o the volume weighted average price of 80.9 pence per Lookers Share on 20
June 2022 (being the 12-month period ended on the 2.7 Announcement Latest
Practicable Date) derived from Bloomberg.
· Certain figures included in this announcement have been subject
to rounding adjustments
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