REG - Lookers PLC - Scheme of arrangement becomes effective

LookersAnnouncement

06/10/2023 12:00

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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

RECOMMENDED 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                                                   +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.

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
financial 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 identified 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
reflected 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 benefits 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, officers 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
notification, 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 financial, legal or tax
advice.

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