Lookers PLC
21 December 2005
21 December 2005
Lookers Plc
Update on possible cash offer for Reg Vardy Plc
Further to its announcement on 5 December 2005 regarding a possible cash offer
for the shares of Reg Vardy plc ('Vardy'), the Board of Lookers ('Lookers' or
'the Company') confirms its continued progress in evaluating a potential offer.
Lookers notes the first closing date of Pendragon's 800p offer for the shares of
Vardy of 28 December 2005. The Company has made good progress with potential
providers of finance for any offer and expects to be able to update the market
early in the New Year. The Directors believe that the combination of Vardy and
Lookers would represent a compelling strategic fit based on a shared culture and
approach and complementary geographic and manufacturer fit.
Any offer by Lookers for Vardy remains subject to, inter alia, the finalisation
of financing arrangements which must be satisfied before any offer can be made.
Accordingly, there can be no certainty that any offer will be made nor as to the
terms on which any such offer may be made.
Enquiries :
Andrew Hayes/Nick Lyon/James Hill
Hudson Sandler 020 7796 4133
Andrew Thomas
N M Rothschild & Sons Limited 0161 827 3800
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 Reg Vardy plc, 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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 Reg Vardy plc, 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 Reg Vardy plc, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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