Offer Update

RNS Number : 1533I

Lookers PLC

09 June 2011

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").  IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE CODE.  ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL ULTIMATELY BE MADE, NOR AS TO THE PRICE OR OTHER TERMS ON WHICH ANY OFFER MIGHT BE MADE.

9 June 2011

Lookers plc ("Lookers" or the "Company")

Update re possible offer from Trefick Limited, Moor Park Capital Partners LLP and Brett Palos Capital No.2 Limited ("the Consortium")

This announcement is made following yesterday's announcement by the Company that it has received an indicative proposal from the Consortium regarding a possible offer for Lookers at a price of 80 pence per Lookers share in cash.

Having reviewed the indicative proposal, the Board of Lookers determined that it would allow the Consortium a period of three weeks in which to conduct initial due diligence and hence, as announced yesterday, requested that the Takeover Panel extend its deadline for the Consortium to either announce a firm intention to make an offer for Lookers under Rule 2.5 of the Code or announce that the members of the Consortium do not intend to make an offer for Lookers.  

The Consortium's indicative proposal remains subject to, inter alia, further due diligence and a recommendation from the Board of Lookers. 

This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code").  It does not represent a firm intention to make an offer under Rule 2.5 of the Code. This statement is being made by the Company without the prior agreement of the Consortium and there can be no certainty that any offer, even if the pre-conditions referred to above are satisfied or waived, will be made nor, if an offer is made, as to the price or other terms on which any offer might be made.

A further announcement will be made when appropriate.

A copy of this announcement will be available at http://www.lookersplc.com

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Contacts:
Lookers plc	0161 291 0043
Peter Jones
Robin Gregson
Rothschild	0161 827 3800
Financial adviser to Lookers
Richard Bailey
Bod Buckby
Hudson Sandler	020 7796 4133
Financial PR
Nick Lyon
Kate Hough

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s).

An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

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). 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 Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone]

 

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