Update on offer

Lookers PLC

20 July 2023

 

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.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

20 July 2023

Lookers plc

("Lookers" or "the Company")

Update on offer

Further to this morning's announcements that Cinch Holdco UK Limited ("Cinch") intends to vote against the Acquisition and that Lookers was re-engaging with other shareholders to understand whether the resolutions required to effect the Scheme of Arrangement in order to implement the Acquisition (the "Resolutions") are capable of being passed, the Lookers Directors now believe that shareholders representing in excess of 25% of the voting rights of the Company intend to vote against the  Resolutions and therefore that the Resolutions are not capable of being passed.

The Court Meeting and General Meeting convened in connection with the Acquisition are scheduled to take place on 27 July 2023. In the event that the Resolutions do not pass, as the Lookers Directors now expect, the Scheme of Arrangement will lapse and Lookers will remain an independent listed company. In this event, the Lookers Directors will continue to pursue constructive engagement with all shareholders, including Cinch, who continues to be the Company's largest shareholder holding approximately 19.52% of the issued share capital.

As stated in the Scheme Document, the Lookers Directors remain confident in the future prospects of Lookers to create sustainable value for all stakeholders.

A further announcement will be made in due course, as appropriate.

Unless the context provides otherwise, words and expressions defined in the Scheme Document shall have the same meanings in this announcement.

Enquiries:

Lookers plc
Mark Raban, Chief Executive Officer Oliver Laird, Chief Financial Officer	via MHP
Numis Securities Limited (Joint Financial Adviser and Corporate Broker to Lookers)
Stuart Dickson Stuart Ord Oliver Steele Duncan Wilson	[phone]
Peel Hunt LLP (Joint Financial Adviser and Corporate Broker to Lookers)
Adrian Trimmings	[phone]
Michael Nicholson
Andrew Clark
Edward Lowe
MHP (Financial PR to Lookers)
Alan Tovey Tim Rowntree Charles Hirst	[phone] / [phone] [e-mail]

Important Notices

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.

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