Circular and Notice of General Meeting

RNS Number : 8276H

Inchcape PLC

28 November 2022

 

Inchcape PLC

28 November 2022

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

INCHCAPE PLC

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

Further to the announcement on 28 July 2022 by Inchcape plc ("Inchcape" or the "Company") regarding the proposed acquisition of Derco (the "Transaction"), the Group is pleased to announce that the circular relating to the Transaction (the "Circular") has been approved by the Financial Conduct Authority.

When announced on 28 July 2022, the Transaction was conditional on, among other things, the approval of the Company's shareholders, merger control clearance in Chile and Peru and a merger control filing in Colombia. The merger control filing in Colombia has been submitted and accepted and merger control clearance has been secured in Chile. Merger control documents have been submitted to the relevant regulatory body in Peru.

The Circular contains a notice convening a general meeting of the Company, which is to be held at Exchange House, Primrose Street, London, EC2A 2EG at 10:00am on 16 December 2022 (the "General Meeting"), at which an ordinary resolution will be proposed for shareholders to approve the Transaction. The Board expects that, subject to the satisfaction and/or waiver (where applicable) of the conditions precedent to the Transaction, completion of the Transaction will occur at the end of 2022 or in Q1 2023.

The Circular is available on the Company's website, www.inchcape.com, and has been submitted to the National Storage Mechanism, where it will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Copies of the Circular will be available for inspection during normal business hours on any business day at the Company's offices at 22a St James's Square, London, SW1Y 5LP from the date of the Circular up to and including the date of the General Meeting and for the duration of the General Meeting.

The Circular will shortly be sent to the Company's shareholders, other than those who have elected for notification by electronic communication.

Enquiries:

Inchcape plc - Investor Relations
Raghav Gupta-Chaudhary	[phone] [e-mail]
Brunswick Group - Media Enquiries
Susan Gilchrist, Kate Holgate	[phone] [e-mail]
Greenhill - Financial Adviser and Sponsor
Charles Gournay, Dean Rodrigues	[phone]
J.P. Morgan Cazenove - Financial Adviser and Joint Corporate Broker
Nicholas Hall, Ameya Velhankar	[phone]
Jefferies International - Financial Adviser and Joint Corporate Broker
Ed Matthews, Philip Noblet	[phone]

Important notice

This Announcement is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction. Inchcape Shareholders are advised to read carefully the Circular once it has been published. Any response to the Transaction should be made only on the basis of the information in the Circular to follow.

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated in the UK by the FCA, J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which is authorised by the Prudential Regulatory Authority (the "PRA") and regulated by the FCA and the PRA in the UK, and Jefferies International Limited ("Jefferies") which is authorised and regulated by the FCA in the UK (together, the "Financial Advisers"), are acting exclusively for the Company and no one else in connection with the Transaction and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to their clients, or for providing advice in connection with the Transaction, the contents of this Announcement or any other transaction, arrangement or other matter referred to in this Announcement as relevant.

Apart from the responsibilities and liabilities, if any, which may be imposed on each of the Financial Advisers under by the Financial Services and Markets Act 2000, as amended (the "FSMA") or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither of the Financial Advisers nor any of their respective subsidiaries, branches or affiliates, accept any duty, liability or responsibility whatsoever (whether direct or indirect) to any person for any acts or omissions of the Company in relation to the Transaction or makes any representation or warranty, express or implied, as to the contents of this Announcement, including its accuracy, completeness. verification or sufficiency or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Transaction, or any other matter referred to herein and nothing in this Announcement should be relied upon as a promise or representation in this respect, whether or not as to the past or future. Each of the Financial Advisers and their respective subsidiaries, branches and affiliates accordingly disclaim all and any duty liability and responsibility whether arising in tort, contract, statute or otherwise (save as referred to above) in respect of this Announcement or any such statement or otherwise.

 

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