Offer Rejection
Lookers PLC
06 April 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
6 April 2006
Lookers plc ('Lookers')
Lookers confirms rejection of Pendragon's offer
Lookers notes the announcement earlier today by Pendragon that it has posted its
offer document to Lookers shareholders.
The Board of Lookers (the 'Board') strongly reiterates its unanimous advice to
Lookers shareholders to reject this inadequate offer of 1.15 Pendragon shares
per Lookers share: -
1. Lookers has exceptional growth prospects as an independent company
and continues to deliver strong results as recently demonstrated by its
outstanding 2005 results and excellent current trading;
2. Pendragon's all-share offer comes with significant financial and
operational risks and does not give the certainty of cash; and
3. Pendragon's offer substantially undervalues Lookers.
Despite the Board's readiness to discuss an improvement to the terms previously
communicated to the Board, on 9 March 2006, Pendragon announced its intention to
make a hostile offer for Lookers. Your Board has carefully considered this
offer with its advisers as it does with all strategic matters that affect
shareholder value.
The Board is convinced that this offer significantly undervalues Lookers and is
not in shareholders' best interests. It therefore has no hesitation in
unanimously advising shareholders to reject this unsolicited and wholly
inadequate offer and not to complete any form of acceptance.
The Board will be writing to shareholders within the next fourteen days to
explain its reasons for recommending rejection of this all share offer from
Pendragon. Your Board will set out in detail the operational and financial
risks associated with Pendragon's offer and will also address the many selective
statements set out in Pendragon's offer announcement. Shareholders are urged to
take no action before receiving the document to be sent to Lookers shareholders,
which will be posted by no later than 20 April 2006.
The Directors of Lookers have received financial advice from Rothschild. In
providing this advice, Rothschild has placed reliance on the commercial
assessment of the Directors.
Ken Surgenor, Chief Executive, said: 'Lookers shareholders should keep their
shares in Lookers and continue to enjoy in full the benefits of our exceptional
growth. They should reject the risks associated with Pendragon's inadequate all
share offer.'
Enquiries:
Ken Surgenor
David Dyson
Lookers plc 0161 291 0043
Andrew Thomas
N M Rothschild & Sons Limited 0161 827 3800
Andrew Hayes
Nick Lyon
James Hill
Hudson Sandler 020 7796 4133
Christopher Wilkinson
Numis Securities 020 7776 1530
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of Lookers or Pendragon, all '
dealings' in any 'relevant securities' of that company (including by means of an
option in respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3:30pm (London time) on
the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the 'offer period' otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of Lookers or Pendragon, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Lookers or Pendragon by Lookers or Pendragon, or by any of their
respective 'associates', must be disclosed by no later than 12:00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by the virtue of any option
in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
N M Rothschild & Sons Limited ('Rothschild'), which is authorised and regulated
by the Financial Services Authority in the United Kingdom, is acting for Lookers
in connection with the offer and no one else and will not be responsible to
anyone other than Lookers for providing the protections offered to clients of N
M Rothschild & Sons Limited nor for providing advice in relation to the offer.
This information is provided by RNS
The company news service from the London Stock Exchange