Update on letters of intent
13/07/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230713:nRSM8585Fa&default-theme=true
RNS Number : 8585F Global Auto Holdings Limited 13 July 2023
DISCLOSURE UNDER RULE 2.10(c) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")
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
13 July 2023
RECOMMENDED CASH OFFER
for
LOOKERS PLC ("Lookers")
by
GLOBAL AUTO HOLDINGS LIMITED ("Bidco")
Update on the letters of intent given by J O Hambro Capital Management Limited
and Schroder Investment Management Limited
DISCLOSURE UNDER RULE 2.10(C) OF THE CODE
On 20 June 2023, the board of Bidco and the board of Lookers announced 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 "Rule 2.7 Announcement").
Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.
As set out in the Rule 2.7 Announcement, Bidco had received certain letters of
intent to vote in favour of the Scheme at the Court Meeting and the
Resolutions relating to the Offer at the General Meeting.
Letter of Intent - J O Hambro Capital Management Limited
The letter of intent given by J O Hambro Capital Management Limited ("J O
Hambro") related to 30,686,279 Lookers Shares, representing approximately 8.0%
of the issued share capital of Lookers as at 19 June 2023 (being the last
practicable date prior to the publication of the Rule 2.7 Announcement).
Bidco announced in a series of announcements between 21 June 2023 and 12 July
2023 that J O Hambro had advised Bidco that it had disposed of an aggregate of
15,936,279 Lookers Shares, as a result of such disposals, the letter of intent
given by J O Hambro is given in respect of 14,750,000 Lookers Shares,
representing approximately 3.9 per cent of the issued share capital of Lookers
as at the close of business on 11 July 2023 (being the date prior to the date
of the 12 July 2023 announcement).
Following Bidco's announcement on 12 July 2023, J O Hambro has since advised
Bidco that it has disposed of an additional 250,000 Lookers Shares (the "J O
Hambro Sold Shares").
As a result, with effect from completion of the sale of the J O Hambro Sold
Shares:
· the letter of intent given to Bidco by J O Hambro, has ceased to
apply in respect of the J O Hambro Sold Shares; and
· the letter of intent given to Bidco by J O Hambro is now given in
respect of its remaining holding of 14,500,000 Lookers Shares, representing
approximately 3.8 per cent of the issued share capital of Lookers as at the
close of business on 12 July 2023 (being the date prior to the date of this
announcement).
Letter of Intent - Schroder Investment Management Limited
The letter of intent given by Schroder Investment Management Limited
("Schroders") related to 15,795,182 Lookers Shares, representing approximately
4.1% of the issued share capital of Lookers as at 19 June 2023 (being the last
practicable date prior to the publication of the Rule 2.7 Announcement).
Bidco announced on 4 July that Schroders had advised Bidco that it had
disposed of 7,149,466 Lookers Shares, resulting in the letter of intent given
by Schroders being given in respect of 8,645,716 Lookers Shares, representing
approximately 2.3 per cent of the issued share capital of Lookers as at the
close of business on 3 July 2023 (being the latest practicable date prior to
the date of the 4 July announcement).
Following Bidco's announcement on 4 July 2023, Schroders has since advised
Bidco that it has disposed of an additional 4,595,716 Lookers Shares (the
"Schroder Sold Shares").
As a result, with effect from completion of the sale of the Schroders Sold
Shares:
· the letter of intent given to Bidco by Schroders, has ceased to
apply in respect of the Schroders Sold Shares; and
· the letter of intent given to Bidco by Schroders is now given in
respect of its remaining holding of 4,050,000 Lookers Shares, representing
approximately 1.1 per cent of the issued share capital of Lookers as at the
close of business on 12 July 2023 (being the date prior to the date of this
announcement).
Therefore, the total number of Lookers Shares which are subject to irrevocable
undertakings or letters of intent received by Bidco from Lookers Shareholders
has reduced to 121,065,869 Lookers Shares, representing approximately 31.7 per
cent of the issued share capital of Lookers as at the close of business on 12
July 2023 (being the date prior to the date of this announcement).
Enquiries:
Bidco +1 (905) 619 4996
Kuldeep Billan, Director
Jefferies International Limited (Financial adviser to the Wider AAG 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 AAG 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
Mark Raban, Chief Executive Officer via MHP
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) 7833 437 044 /
(0) 20 3128 8193
Lookers@mhpgroup.com
Alan Tovey
Tim Rowntree
Simon Hockridge
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 AAG 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 AAG 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 AAG 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 AAG 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 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 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. 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 vote their Lookers Shares in respect of the Scheme at
the Court Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting on their behalf, 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 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 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 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 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 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 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 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 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 Offer by way of a Takeover Offer and
determines to extend the Takeover Offer into the United States, the 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 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 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
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.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OUPMZGMNGZGGFZZ