REG - Lookers PLC - Adjournment of the Court Meeting and the GM

LookersAnnouncement

27/07/2023 12:15

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RNS Number : 4406H  Lookers PLC  27 July 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

 

FOR IMMEDIATE
RELEASE

 

27 July 2023

 

RECOMMENDED INCREASED CASH OFFER

 

for

 

LOOKERS PLC ("Lookers")

 

by

 

GLOBAL AUTO HOLDINGS LIMITED ("Bidco")

 

Adjournment of the Court Meeting and the General Meeting

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").

 

The scheme document in respect of the Offer (the "Scheme Document") was
published and made available to Lookers Shareholders on 29 June 2023.

 

On 27 July 2023, the board of Bidco and the board of Lookers announced (the
"Increased Offer and Switch Announcement") that they had reached agreement on
the terms of an increased recommended cash offer by Bidco for the entire
issued and to be issued share capital of Lookers at a price of 130 pence per
Lookers Share (the "Increased Offer"). It was further announced that, with the
consent of the Panel and Lookers, the Increased Offer would be implemented by
way of a recommended takeover offer (as defined in section 974 of the
Companies Act 2006) (the "Takeover Offer").

The board of Lookers now announces that the Court Meeting and General Meeting
(together, the "Meetings"), which were scheduled to take place earlier today,
were, in each case, adjourned indefinitely and will not be rescheduled.

Capitalised terms used and not defined in this announcement have the meanings
given to them in the Scheme Document.

Enquiries:

 

 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

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 matters 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 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 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.

 

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