Result of firm placing and pl

RNS Number : 0361W

Lookers PLC

21 July 2009

 



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OF THEIR RESPECTIVE TERRITORIES OR THE UNITED STATES ('RESTRICTED JURISDICTIONS'). NOTHING IN THIS ANNOUNCEMENT IS AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION OF ANY SECURITIES REFERENCED HEREIN. SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN OR INTO THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES IS BEING OR WILL BE MADE IN OR INTO THE UNITED STATES. 

Lookers plc 

21 July 2009 

Result of firm placing and placing and open offer 

On 26 June 2009, Lookers plc ('Lookers' or 'the Company') announced a share issue to raise gross proceeds of GBP80.7 million (approximately GBP76.5 million net of expenses) through the issue of 201,856,192 New Ordinary Shares by way of a Firm Placing and Placing and Open Offer at a price of 40 pence per New Ordinary Share. The Firm Placing and Placing and Open Offer are conditional, amongst other things, on the approval by the Shareholders. 

The Open Offer has now closed in accordance with its terms. Lookers is pleased to announce that it has received valid acceptances under the Open Offer in respect of 54,963,271 Open Offer Shares from Qualifying Shareholders in addition to the 65,987,979 Open Offer Shares which two major shareholders, Tony Bramall and Trefick Limited, irrevocably undertook to take up under the Open Offer. The total number of 120,951,250 Open Offer Shares represents a take-up of approximately 79.9% of the Open Offer Shares.  

Accordingly, the remaining 30,440,894 Open Offer Shares, representing 20.1% of the Open Offer Shares have been allocated to certain institutional shareholders and other investors with whom they had been conditionally placed by Numis. 

In addition to the Placing and Open Offer, a further 50,464,048 New Ordinary Shares will be issued through the Firm Placing. 

Shareholder approval for the Firm Placing and Placing and Open Offer will be sought at the EGM to be held at 10.30 a.m. on 22 July 2009 at the offices of Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF. New Ordinary Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 23 July 2009, and definitive share certificates for the New Ordinary Shares in certificated form are expected to be dispatched within 14 days of Admission. 

The Firm Placing and Placing and Open Offer remain conditional upon the Placing Agreement becoming unconditional in all respects. It is expected that Admission will become effective, and dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 23 July 2009. 

The Enlarged Issued Share Capital of Lookers following Admission will be 383,526,765 Shares in aggregate. 

Terms defined in the prospectus published by the Company dated 3 July 2009 (the 'Prospectus') shall have the same meaning in this announcement unless the context otherwise requires. 

This announcement should be read in conjunction with the full text of the Prospectus. Copies of the Prospectus are available at the UK Listing Authority's Document Viewing Facility, which is situated at The UK Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and on the Company's website at www.lookers.co.uk. 

ENQUIRIES: 

Lookers plc	[phone]
Phil White
Ken Surgenor
Peter Jones
Robin Gregson
Numis (Lead Underwriter, Joint Broker, Joint Sponsor and sole bookrunner)	[phone]
Chris Wilkinson
Oliver Cardigan
Rothschild (Financial Adviser and Joint Sponsor)
Richard Bailey	[phone]
Adam Young	[phone]
KBC Peel Hunt (Joint Underwriter and Joint Broker)
Julian Blunt	[phone]
Matt Goode
Hudson Sandler (Public Relations Adviser)	[phone]
Andrew Hayes
Kate Hough

Important notice: 

This announcement has been issued by and is the sole responsibility of Lookers. 

N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint sponsor and financial adviser to the Company in connection with the Firm Placing and Placing and Open Offer and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein. 

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint sponsor, joint broker and lead underwriter in connection with the Firm Placing and Placing and Open Offer and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein. 

KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint underwriter and joint broker in connection with the Firm Placing and Placing and Open Offer and will not be responsible to any person other than the Company for providing the protection afforded to its customers, or for advising any such person or the contents of this announcement or any other transaction, arrangement or matter referred to herein. 

This announcement is an advertisement. It is not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the Prospectus. The Prospectus is available on the Lookers' website and is available for inspection at the UK Listing Authority's announcement viewing facility. 

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise. 

The information in this announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the Securities Act . The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption form the registration requirements of the Securities Act. There will be no public offer of securities in the United States. 

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in or into any of the Restricted Jurisdictions. 

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this restriction may result in a violation of the Securities Act or the applicable laws of other jurisdictions. 

 

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