Recommended Acquisition
Lookers PLC
17 January 2006
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA, THE
REPUBLIC OF IRELAND, OR JAPAN
17 January 2006
RECOMMENDED ACQUISITION
of
REG VARDY PLC ('REG VARDY')
by
LOOKERS PLC ('LOOKERS')
to be effected by means of a
Scheme of Arrangement
under section 425 of the Companies Act 1985
Summary
• The boards of Lookers and Reg Vardy are pleased to announce that they
have agreed the terms of a recommended acquisition of the whole of the issued
and to be issued share capital of Reg Vardy by Lookers, to be effected by means
of a scheme of arrangement under section 425 of the Companies Act
• Reg Vardy Shareholders will be entitled to receive 875 pence in cash
for each Reg Vardy Share, representing:
- a premium of approximately 9 per cent. to the cash offer of 800 pence
per Reg Vardy Share announced by Pendragon on 3 December 2005;
- a premium of approximately 32 per cent. to the Closing Price of 662
pence per Reg Vardy Share on 15 November 2005, being the last business day prior
to the announcement by Reg Vardy that it had received an approach which may lead
to an offer; and
- a premium of approximately 57 per cent. to the average Closing Price of
558 pence per Reg Vardy Share for the six months prior to 15 November 2005,
being the last business day prior to the announcement by Reg Vardy that it had
received an approach which may lead to an offer
• At 875 pence per share, the issued share capital of Reg Vardy is
valued at approximately £492 million
• The offer from Lookers represents an attractive cash price for Reg
Vardy Shareholders following the offer from Pendragon on 6 December 2005 of 800
pence per Reg Vardy Share
• Lookers is one of the leading multi-franchise motor retail groups in
the UK, operating a network of more than 100 dealerships, vehicle servicing and
parts distribution facilities
• Lookers wishes to acquire Reg Vardy to create a significant vehicle
retail business and brand with greater critical mass and a wider geographic
spread of activities which will strengthen its relationships with its key
existing manufacturer partners as well as giving it access to relationships with
new manufacturers
• The Directors of Lookers expect that the Acquisition will be
immediately earnings enhancing, before taking into account the amortisation of
goodwill. The foregoing statement should not be interpreted as a profit forecast
nor to mean that Lookers's future earnings per share will necessarily be greater
than or equal to its historical earnings per share
• The Scheme will be subject to, inter alia, approval by Reg Vardy
Shareholders and sanction by the Court. It is expected that the Scheme will
become effective in March 2006
• The Reg Vardy Board, which has been so advised by its financial
adviser Dresdner Kleinwort Wasserstein, considers the terms of the Acquisition
to be fair and reasonable. In giving advice to the Reg Vardy Board, Dresdner
Kleinwort Wasserstein has taken into account the commercial assessments of the
Reg Vardy Board. Accordingly, the Reg Vardy Board intends to recommend
unanimously that Reg Vardy Shareholders vote in favour of the Scheme and the
special resolution to be proposed at the Extraordinary General Meeting
• The Reg Vardy Board withdraws its recommendation that Reg Vardy
Shareholders accept the Pendragon Offer
• Irrevocable undertakings and statements of intent to vote in favour of
the Scheme have been received from certain Reg Vardy Shareholders in respect of
16,044,111 Reg Vardy Shares in aggregate, representing 28.5 per cent. of the
issued share capital of Reg Vardy
• The Acquisition is a Class 1 transaction for Lookers under the Listing
Rules and is therefore conditional, inter alia, on the approval by Lookers
Shareholders at an extraordinary general meeting. The Directors of Lookers will
unanimously recommend Lookers Shareholders to vote in favour of the necessary
resolution
• Lookers has received irrevocable commitments to vote in favour of the
resolution to be proposed at the extraordinary general meeting of Lookers from
holders of 11,138,947 Lookers Shares, representing approximately 31.2 per cent.
of the existing issued share capital of Lookers, including the beneficial
holdings of the Lookers Directors
Commenting on today's announcement, Ken Surgenor, Chief Executive of Lookers,
said:
'We have known and admired the Reg Vardy business and management for many years.
The two businesses have a high degree of complementary geographic and
manufacturer presence as well as a shared culture and approach. The merger of
our respective businesses therefore represents an outstanding cultural and
operational fit and brings many opportunities for enhanced future growth. This
is excellent news for both companies' shareholders and employees as well as for
our manufacturer partners.'
Commenting on the Acquisition, John Standen, Chairman of Reg Vardy, said:
'We are delighted to have received this proposal of 875 pence per share from
Lookers, following the earlier offer, announced on 3 December, of 800 pence from
Pendragon. We believe that Lookers' offer represents significant value to our
shareholders, that the complementary nature of the businesses is strong and that
the Enlarged Group will be well placed competitively. Accordingly, the Board
has decided to recommend this higher offer and strongly advises its shareholders
not to accept the offer from Pendragon.'
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. In particular, the Acquisition is subject to
the conditions set out in Appendix I of this announcement; Appendix II contains
additional information relating to the Acquisition; and Appendix III contains
definitions of certain terms used in this summary and the following
announcement.
Enquiries:
Lookers plc 0161 291 0043
Ken Surgenor (Chief Executive)
David Dyson (Finance Director)
N M Rothschild & Sons Limited (Financial adviser to Lookers) 0161 827 3800
Andrew Thomas
Numis Securities Limited (Broker to Lookers) 020 7776 1500
Christopher Wilkinson
Hudson Sandler (Public Relations adviser to Lookers) 020 7796 4133
Andrew Hayes
Nick Lyon
James Hill
Dresdner Kleinwort Wasserstein Limited (Financial adviser
and joint broker to Reg Vardy) 020 7623 8000
Charles Batten
Michael Covington
Brewin Dolphin Securities Limited (Joint broker to Reg Vardy) 0191 279 7300
Graeme Summers
Financial Dynamics (Public Relations adviser to Reg Vardy)
Jonathon Brill 07836 622 683
Billy Clegg 07977 578 153
N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for Lookers and for no-one
else in connection with the Acquisition and will not be responsible to anyone
other than Lookers for providing the protections afforded to customers of NM
Rothschild & Sons Limited or for providing advice in relation to the Acquisition
or any matters referred to herein.
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the
Financial Services Authority, is acting for Reg Vardy and for no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Reg Vardy for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein Limited or for affording advice in relation to the
Acquisition or any matters referred to herein.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction. Any response in relation to the Acquisition
should be made only on the basis of the information contained in the Scheme
Document.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
release of this document shall not give rise to any implication that there has
been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Reg Vardy except
where otherwise stated.
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
one per cent. or more of any class of 'relevant securities' of Reg Vardy, 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, 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, by Lookers or by Reg Vardy 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 ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA, THE
REPUBLIC OF IRELAND, OR JAPAN
17 January 2006
RECOMMENDED ACQUISITION
of
REG VARDY PLC ('REG VARDY')
by
LOOKERS PLC ('LOOKERS')
to be effected by means of a
Scheme of Arrangement
under section 425 of the Companies Act 1985
Introduction
The boards of Lookers and Reg Vardy are pleased to announce that they have
agreed the terms of a recommended acquisition of the whole of the issued and to
be issued share capital of Reg Vardy by Lookers, to be effected by means of a
scheme of arrangement under section 425 of the Companies Act.
The Reg Vardy Board, which has been so advised by its financial adviser,
Dresdner Kleinwort Wasserstein, considers the terms of the Acquisition to be
fair and reasonable. In giving advice to the Reg Vardy Board, Dresdner
Kleinwort Wasserstein has taken into account the commercial assessments of the
Reg Vardy Board.
Accordingly, the Reg Vardy Board believes that the terms of the Acquisition are
in the best interests of Reg Vardy Shareholders as a whole and intends to
recommend unanimously that Reg Vardy Shareholders vote in favour of the Scheme
and the special resolution to be proposed at the Extraordinary General Meeting.
The Reg Vardy Board withdraws its recommendation that Reg Vardy Shareholders
accept the Pendragon offer.
Summary of the terms of the Acquisition
The Acquisition will be implemented by way of a Scheme of Arrangement under
section 425 of the Companies Act. Under the terms of the Scheme, which will be
subject to the conditions set out in Appendix I of this announcement and to be
set out in full in the Scheme Document, Reg Vardy Shareholders will be entitled
to receive:
for each Reg Vardy Share 875 pence in cash
The acquisition at 875 pence per Reg Vardy Share represents:
- a premium of approximately 9 per cent. to the cash offer of 800 pence
per Reg Vardy Share announced by Pendragon on 3 December 2005;
- a premium of approximately 32 per cent. to the Closing Price of 662
pence per Reg Vardy Share on 15 November 2005, being the last business day prior
to the announcement by Reg Vardy that it had received an approach which may lead
to an offer; and
- a premium of approximately 57 per cent. to the average Closing Price of
558 pence per Reg Vardy Share for the six months prior to 15 November 2005,
being the last business day prior to the announcement by Reg Vardy that it had
received an approach which may lead to an offer.
At 875 pence per share, the issued share capital of Reg Vardy is valued at
approximately £492 million.
Current trading and prospects for Reg Vardy
On 12 January 2006, Reg Vardy announced its interim results for the six months
ended 31 October 2005 which included the following statements:
'Whilst retail conditions in the United Kingdom have been difficult in the
period, the Group has seen like-for-like growth in new and used retail sales in
the period. Operating profit before amortisation of intangible assets and
exceptional items, has risen from £19.9 million to £23.3 million in the period
as a consequence. Profit before taxation declined from £24.8 million to £21.1
million since significant exceptional income items arose in the prior period,
associated with the sale of property.
The short-term outlook for the consumer remains uncertain and this is likely to
continue to impact new vehicle sales in particular. The SMMT estimate a further
fall in new vehicle registrations in 2006 to 2,375,000 from 2,439,717 in 2005.
The outlook for used car demand, aftersales and contract hire and fleet supply
operations remains strong however.
Trading performance in November and December has been in line with expectations.
With the excellent team we have in place, operating within the positive culture
within the business, the Board remains confident of a satisfactory outcome for
the financial year.'
Information on Reg Vardy
The Reg Vardy Group is one of the UK's largest motor vehicle retailers with a
total of 97 franchises from 102 outlets and is also involved in leasing,
contract hire and rental of vehicles. Reg Vardy's car division includes
franchises with Alfa Romeo, Aston Martin, BMW and MINI, Chevrolet, Citroen,
Fiat, Ford, Jaguar, Kia, Land Rover, Mercedes-Benz and SMART, Nissan, Renault,
Vauxhall and Volkswagen.
For the year ended 30 April 2005 (on a UK GAAP basis), Reg Vardy's consolidated
annual turnover was £1,717.9 million (2004: £1,610.4 million) and profit before
tax was £43.8 million (2004: £45.6 million). As at 30 April 2005, the gross
assets of the Reg Vardy Group were £555.0 million and net assets of the Reg
Vardy Group were £205.5 million.
Reg Vardy announced its interim results for the six-month period ended 31
October 2005 (on an IFRS basis) on 12 January 2006. In those interim results,
Reg Vardy reported turnover of £1,080.3 million (2004: £933.7 million),
operating profit before amortisation of intangible assets and exceptional items
of £23.3 million (2004: £19.9 million), profit on ordinary activities before
taxation of £21.1 million (2004: £24.8 million, including exceptional gains of
£7.7 million) and basics earnings per share of 26.7 pence (2004: 34.8 pence).
As at 31 October 2005, the gross assets of the Reg Vardy Group were £586.8
million and the net assets of the Reg Vardy Group were £205.1 million.
Information on Lookers
Lookers is one of the leading multi-franchise motor retail groups in the UK,
operating a network of more than 100 dealerships, vehicle servicing and parts
distribution facilities. The Company, headquartered in Manchester, represents
13 volume manufacturers and 10 premium manufacturers, with the majority of its
sites being located in the North West and Northern Ireland. It has particularly
well established relationships with certain manufacturers such as PAG (which
includes Aston Martin, Jaguar, Land Rover and Volvo), Vauxhall and Renault on
behalf of whom it operates 15, 17 and 13 franchises respectively. Other key
marques include Bentley, Ferrari, Honda, Maserati, Nissan, Toyota and
Volkswagen.
In the year ended 31 December 2004 (on a UK GAAP basis), Lookers's consolidated
turnover was £1,093.8 million (2003: £961.4 million) and profit before tax was
£26.5 million (2003: £14.0 million). As at 31 December 2004, the gross assets
of Lookers were £317.4 million and the net assets of Lookers were £85.7 million.
Lookers announced its interim results for the six-month period ended 30 June
2005 (on an IFRS basis) on 5 September 2005. In those interim results, Lookers
reported turnover of £648.1 million (2004: £576.4 million), operating profit
before amortisation and exceptional items of £15.0 million (2004: £11.8
million), profit on ordinary activities before taxation of £13.1 million (2004:
£25.9 million) and adjusted earnings per share of 22.3 pence (2004: 20.3 pence).
As at 30 June 2005, the gross assets of Lookers were £412.3 million and the
net assets of Lookers were £91.5 million.
Lookers' rationale for the acquisition of Reg Vardy
Lookers has pursued a successful strategy of making selective acquisitions which
have increased its scale and geographic presence in the automotive retail
markets and in related markets such as the automotive after sales market.
Lookers has a particularly strong representation in certain marques and, in
common with Reg Vardy, its most represented marques are PAG, Vauxhall and
Renault. In addition, Reg Vardy's geographical spread of activities is
complementary to those of Lookers.
Lookers wishes to acquire Reg Vardy to create a significant vehicle retail
business and brand with greater critical mass and a wider geographic spread of
activities which will strengthen its relationships with its key existing
manufacturer partners as well as giving it access to relationships with new
manufacturers.
The Lookers Directors also believe that the Enlarged Group will benefit from
immediate cost synergies due to the removal of certain costs and overheads.
These include the costs of Reg Vardy being a listed company and the
rationalisation of certain duplicated functions.
The Lookers Directors expect that the Acquisition will be immediately earnings
enhancing, before taking into account the amortisation of goodwill. The
foregoing statement should not be interpreted as a profit forecast nor to mean
that Lookers' future earnings per share will necessarily be greater than or
equal to its historical earnings per share.
Financing the Acquisition
The Royal Bank of Scotland plc has made available to Lookers facilities to fund
the payment of the Cash Consideration in full. Further details of the terms of
the new facilities will be set out in the Scheme Document.
Description of the Scheme
The Acquisition is to be effected by means of a scheme of arrangement between
Reg Vardy and its shareholders under section 425 of the Companies Act. The
purpose of the Scheme is to provide for Lookers to become the owner of the whole
of the issued share capital of Reg Vardy, to be achieved by the cancellation of
the Reg Vardy Shares held by Reg Vardy Shareholders and the application of the
reserve arising from such cancellation in paying up in full a number of New Reg
Vardy Shares which is equal to the number of Reg Vardy Shares cancelled and
issuing the same to Lookers and/or its nominee(s).
To become effective, the Scheme requires the approval of a majority in number of
those Reg Vardy Shareholders who are present and vote either in person or by
proxy at the Court Meeting and who represent 75 per cent. or more in value of
all Reg Vardy Shares held by such Reg Vardy Shareholders.
A subsidiary of Lookers holds 10 Reg Vardy Shares, representing less than 0.01
per cent. of the Reg Vardy Shares in issue as at 16 January 2006 (the latest
practicable date prior to the publication of this announcement). The holder of
those Reg Vardy Shares will not be entitled to attend or vote at the Court
Meeting, but will undertake to the Court to be bound by the Scheme in respect of
the Reg Vardy Shares held by it.
The Scheme also requires the sanction of the Court and the passing of a special
resolution to implement the Scheme at the Extraordinary General Meeting, as well
as satisfaction or waiver of the other Conditions set out in Appendix I to this
document. Upon the Scheme becoming effective, it will be binding on all Reg
Vardy Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the Extraordinary General Meeting.
Undertakings and statements of intent to vote in favour of the Scheme
Lookers has received irrevocable undertakings and statements of intent from
certain Reg Vardy Shareholders to vote in favour of the Scheme and the special
resolution to be passed at the Extraordinary General Meeting in respect of
16,044,111 Reg Vardy Shares in aggregate, representing approximately 28.5 per
cent. of the existing issued share capital of Reg Vardy. Details of these
undertakings and statements of intent are set out in paragraph 2 of Appendix II
to this document.
Reg Vardy Directors' intentions
The Reg Vardy Directors entered into irrevocable undertakings with Pendragon to
accept its offer, which continue to be binding notwithstanding the announcement
of the Acquisition, and are therefore restricted by those irrevocable
undertakings from voting in favour of the Scheme and the special resolution to
be proposed at the Extraordinary General Meeting. However, Lookers has received
irrevocable undertakings from the Reg Vardy Directors not to vote against the
approval of the Scheme at the Court Meeting, or against the special resolution
to be proposed at the Extraordinary General Meeting, in respect of their
holdings amounting to an aggregate of 9,374,168 Reg Vardy Shares, representing
approximately 16.7 per cent. of Reg Vardy's issued share capital. Of these
shares 9,348,111 are the subject of a call option granted by Sir Peter Vardy to
Pendragon on 2 December 2005. The irrevocable undertakings granted to Lookers
cease to be binding if the Scheme lapses or is withdrawn or, in the case of the
shares covered by the call option, if the option is exercised. Details of these
undertakings are set out at paragraph 2 of Appendix II to this document.
Management and employees
The skills and experience of the existing senior management of Reg Vardy were an
important factor in the decision of the Lookers Directors to proceed with the
Acquisition. They look forward to working with the Reg Vardy executive
Directors towards a successful merger of the businesses. The Lookers Directors
have also given assurances to the Reg Vardy Directors that, following the Scheme
becoming effective, the existing employment rights, including pension rights, of
all the employees of Reg Vardy will be fully safeguarded.
Inducement fee arrangements
In consideration of, and as an inducement to, Lookers entering into an agreement
with Reg Vardy for the implementation of the Scheme, Reg Vardy has agreed to pay
to Lookers an inducement fee of approximately £0.43 million. Details of this
fee arrangement are set out at paragraph 1 of Appendix II to this document. It
is expected that the inducement fee agreed with Pendragon will become payable by
Reg Vardy as a result of the Reg Vardy Directors withdrawing their
recommendation of the Pendragon offer.
Transaction agreement
Reg Vardy and Lookers have entered into an agreement under the terms of which
the parties have agreed to co-operate to implement the Scheme. Further details
of the agreement will be included in the Scheme Document.
Reg Vardy Share Option Schemes
Upon the posting of the Scheme Document to Reg Vardy Shareholders, options
granted under the Reg Vardy Share Option Schemes will become exercisable, with
the exercise of such options becoming effective on the Effective Date. At the
Extraordinary General Meeting an amendment will be proposed to Reg Vardy's
Articles of Association to the effect that any Reg Vardy Shares issued on the
exercise of options taking effect on or after the Effective Date will
automatically be acquired by Lookers for the same Cash Consideration as would
have been due under the Scheme.
Delisting and cancellation of trading
The last day of dealings in, and for registration of transfers of, Reg Vardy
Shares is expected to be during March 2006 following which the Reg Vardy Shares
will be suspended from the Official List and from the London Stock Exchange's
market for listed securities.
Prior to the Scheme becoming effective, applications will be made to the UK
Listing Authority for the listing of the Reg Vardy Shares to be cancelled and to
the London Stock Exchange for the Reg Vardy Shares to cease to be admitted to
trading on the London Stock Exchange's market for listed securities. It is
expected that this will take effect in March 2006.
On the Effective Date, share certificates in respect of Reg Vardy Shares will
cease to be valid and entitlements to Reg Vardy Shares held within the CREST
system will be cancelled.
Lookers Extraordinary General Meeting
The Acquisition is a Class 1 transaction for Lookers under the Listing Rules and
is therefore conditional, inter alia, on the approval by Lookers Shareholders of
the Acquisition and its funding at an extraordinary general meeting.
Accordingly, a circular convening the extraordinary general meeting will be
posted to Lookers Shareholders when the Scheme Document is posted to Reg Vardy
Shareholders. All Lookers Directors intend to vote in favour of the necessary
resolutions in respect of their beneficial holdings of, in aggregate, 693,472
Lookers Shares (representing approximately 1.9 per cent. of the issued ordinary
share capital of Lookers).
In addition, Lookers has received undertakings to vote in favour of the
necessary resolutions from Lookers Shareholders holding 10,445,475 Lookers
Shares (representing approximately 29.3 per cent. of the issued ordinary share
capital of Lookers).
Timetable
Further information on the expected timetable of the Scheme will be set out in
the Scheme Document in due course.
General
The Acquisition will be on the terms and subject to the conditions set out
herein and in Appendix I and to be set out in the Scheme Document. The Scheme
Document will include full details of the Scheme, together with notices of the
Court Meeting and the Extraordinary General Meeting, the expected timetable, and
will be accompanied by the Forms of Proxy. These will be despatched to Reg
Vardy Shareholders and, for information only, to Reg Vardy Option Holders in due
course.
Enquiries:
Lookers plc 0161 291 0043
Ken Surgenor (Chief Executive)
David Dyson (Finance Director)
N M Rothschild & Sons Limited (Financial adviser to Lookers) 0161 827 3800
Andrew Thomas
Numis Securities Limited (Broker to Lookers) 020 7776 1500
Christopher Wilkinson
Hudson Sandler (Public Relations adviser to Lookers) 020 7796 4133
Andrew Hayes
Nick Lyon
James Hill
Dresdner Kleinwort Wasserstein Limited (Financial adviser and
joint broker to Reg Vardy) 020 7623 8000
Charles Batten
Michael Covington
Brewin Dolphin Securities Limited (Joint broker to Reg Vardy) 0191 279 7300
Graeme Summers
Financial Dynamics (Public Relations adviser to Reg Vardy)
Jonathon Brill 07836 622 683
Billy Clegg 07977 578 153
N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for Lookers and for no-one
else in connection with the Acquisition and will not be responsible to anyone
other than Lookers for providing the protections afforded to customers of
Rothschild or for providing advice in relation to the Acquisition or any matters
referred to herein.
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the
Financial Services Authority, is acting for Reg Vardy and for no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Reg Vardy for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein Limited or for affording advice in relation to the
Acquisition or any matters referred to herein.
This announcement does not constitute an offer or invitation to purchase any
securities.
The implications of the Scheme and the Acquisition for Overseas Persons may be
affected by the laws of the relevant jurisdictions. Overseas Persons should
inform themselves about and observe any applicable legal requirements. It is the
responsibility of each Overseas Person to satisfy himself as to the full
observance of the laws of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or other consents
which may be required, or the compliance with other necessary formalities which
are required to be observed and the payment of any issue, transfer or other
taxes due in such jurisdiction.
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
one per cent. or more of any class of 'relevant securities' of Reg Vardy, 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, 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, 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.
Not for release, publication or distribution, in whole or part, in, into or from
the United States, Canada, South Africa, the Republic of Ireland, Australia or
Japan.
APPENDIX I
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE ACQUISITION
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming
effective, subject to the City Code, by not later than the date following 120 days after the date
on which the Scheme Document is posted or such later date as Reg Vardy and Lookers may agree and
(if required) the Court may allow.
The Scheme will be conditional upon:
(i) approval of the Scheme by a majority in number of those Reg Vardy Shareholders (excluding
any member of the Group) who are present and vote either in person or by proxy at the
Court Meeting and who represent 75 per cent. or more in value of all Reg Vardy Shares held
by such Reg Vardy Shareholders;
(ii) the special resolution set out in the notice of the Extraordinary General Meeting being
duly passed by the requisite majority at the Extraordinary General Meeting; and
(iii) the sanction (with or without modification agreed by Reg Vardy and Lookers) of the Scheme
and the confirmation of the Capital Reduction involved therein by the Court, office copies
of the Court Orders and the minute of such reduction attached thereto being delivered for
registration to the Registrar of Companies in England and Wales and, in relation to the
Capital Reduction, being registered.
2. Reg Vardy and Lookers have agreed that, subject as stated in paragraph 3 below, application to
the Court to sanction the Scheme and to confirm the Capital Reduction will not be made unless
conditions 1(i) and (ii) above have been fulfilled and unless immediately prior to the hearing of
the petition to sanction the Scheme the following conditions are satisfied or waived as referred
to below:
(a) the passing at one or more extraordinary general meetings of Lookers (or at any adjournment of
any such meeting) of such resolution or resolutions as are required to approve, fund, implement
and effect the Acquisition;
(b) no relevant authority having intervened in a way that would or might reasonably:
(i) make the Acquisition, its implementation or the acquisition or proposed acquisition of
any Reg Vardy Shares by any member of the Wider Lookers Group void, illegal and/or
unenforceable or directly or indirectly restrict, restrain, prohibit, delay or otherwise
materially interfere with the implementation of, or impose additional material
conditions or obligations with respect to, or otherwise materially challenge the
Acquisition or the acquisition of any Reg Vardy Shares or of control of Reg Vardy by any
member of the Wider Lookers Group; or
(ii) require, impede, delay or prevent the divestiture or alter the terms of any proposed
divestiture, by any member of the Wider Reg Vardy Group or by any member of the Wider
Lookers Group of all or any portion of their respective businesses (or any of them),
assets or property or impose any limitation on the ability of any of them to conduct
their respective businesses or to own or continue to enjoy the benefits currently
enjoyed in relation to their respective assets or property or any part of them in any
such case to an extent which is material in the context of the Wider Reg Vardy Group or
the Wider Lookers Group; or
(iii) impose any limitation on, or result in a delay in, the ability of any member of the
Wider Reg Vardy Group or the Wider Lookers Group to acquire or to hold or effectively to
exercise (whether directly or indirectly) all or any rights of ownership of shares or
other securities (or the equivalent) in, or management control over, any member of the
Wider Reg Vardy Group in any such case to an extent which is material in the context of
the Wider Reg Vardy Group or the Wider Lookers Group; or
(iv) except as required pursuant to the City Code, require any member of the Wider Lookers
Group or the Wider Reg Vardy Group to offer to acquire any shares or other securities
(or the equivalent) or interest in any member of the Wider Reg Vardy Group or the Wider
Lookers Group owned by any third party; or
(v) require the divestiture by any member of the Wider Lookers Group of any shares or other
securities in Reg Vardy; or
(vii) impose any limitation on the ability of any member of the Wider Reg Vardy Group or the
Wider Lookers Group to co-ordinate their respective businesses, or any part of them,
with the businesses of any other member of the Wider Reg Vardy Group or the Wider
Lookers Group in any such case to an extent which is material in the context of the
Wider Reg Vardy Group or the Wider Lookers Group; or
(viii) otherwise materially and adversely affect the business, financial position, profits or
prospects of any member of the Wider Lookers Group or of any member of the Wider Lookers
Group,
and all applicable waiting and other time periods during which any such relevant authority could
intervene having expired, lapsed, or terminated;
(c) all necessary filings having been made to relevant authorities, clearances obtained from relevant
authorities and all appropriate waiting and other time periods under any applicable legislation
or regulations in any jurisdiction having expired, lapsed or been terminated and all
authorisations necessary for or in respect of the Acquisition or the proposed acquisition of any
shares or other securities in, or control of, Reg Vardy by any member of the Wider Lookers Group,
or the carrying on by any member of the Wider Reg Vardy Group or the Wider Lookers Group of its
business having been obtained in terms and in a form satisfactory to Lookers (acting reasonably),
from all relevant authorities and all such authorisations remaining in full force and effect and
there not having been received any notice or intimation of an intention to revoke, or not to
renew, any of the same and all applicable statutory or regulatory obligations in any jurisdiction
having been complied with in all material respects;
(d) save as disclosed in the Reg Vardy annual report and accounts for the year ended 30 April 2005
('Reg Vardy's financial results') and/or as publicly announced by Reg Vardy by notifying a
Regulatory Information Service on or prior to 16 January 2006 ('publicly announced') and/or as
disclosed in writing to Lookers on or prior to 16 January 2006 ('disclosed to Lookers') there
being no provision of any arrangement, agreement, licence, permit, franchise or other instrument
to which any member of the Wider Reg Vardy Group is a party or by or to which any such member or
any of its assets are or may be bound, entitled or subject and which, in consequence of the
Acquisition or the proposed acquisition of any shares or other securities in, or control of, Reg
Vardy by Lookers or any member of the Wider Lookers Group or because of a change in the control
or management of any member of the Wider Reg Vardy Group or otherwise, would or might result in
(to an extent which is material in the context of the Wider Reg Vardy Group):
(i) any monies borrowed by, or other indebtedness (actual or contingent) of, or grant
available to any such member of the Wider Reg Vardy Group being or becoming repayable,
or becoming capable of being declared repayable, immediately or prior to its stated
maturity, or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of being withdrawn or materially
inhibited; or
(ii) the creation or enforcement of any mortgage, charge or other security interest over the
whole or any significant part of the business, property or assets of any such member of
the Wider Reg Vardy Group, or any such mortgage, charge or other security interest
(whenever arising or having arisen) becoming enforceable; or
(iii) any such arrangement, agreement, licence, permit, franchise or other instrument or the
rights, liabilities, obligations or interests of any such member of the Wider Reg Vardy
Group under any such arrangement, agreement, licence, permit, franchise or other
instrument being terminated or modified adversely or affected adversely or any action
being taken, or any obligation or liability arising thereunder; or
(iv) any assets or interests of any such member of the Wider Reg Vardy Group being or falling
to be disposed of or charged or any right arising under which any such asset or interest
could be required to be disposed of or charged; or
(v) the financial or trading position or prospects of the Wider Reg Vardy Group being
adversely affected,
and no event having occurred which, under any provision of any such arrangement, agreement,
licence, permit, franchise or other instrument to which any member of the Wider Reg Vardy Group
is a party or by or to which any such member or any of its assets is bound, entitled or subject
will result in or give rise to any of the events or circumstances as are referred to in
paragraphs (i) to (v) of this paragraph (d);
(e) except as disclosed in Reg Vardy's financial results and/or publicly announced and/or disclosed
to Lookers, no member of the Wider Reg Vardy Group having, since 30 April 2005, otherwise than
with the written agreement of Lookers:
(i) issued or agreed to issue or authorised or proposed the issue of additional shares of
any class, or of securities convertible into, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities (save as between Reg
Vardy and wholly-owned subsidiaries of Reg Vardy and save for options granted, or the
issue of any Reg Vardy Shares upon exercise of options granted under the Reg Vardy Share
Option Schemes prior to 30 April 2005); or
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any
bonus, dividend or other distribution except to a member of the Wider Reg Vardy Group;
or
(iii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any
of its own shares or other securities (whether or not convertible into shares) or
reduced or made any other change to any part of its share capital; or
(iv) issued, authorised or proposed or announced the issue of any debentures or made,
recognised or proposed or announced any change in its loan capital or, save in the
ordinary course of business, incurred or increased any indebtedness or contingent
liability or become subject to any contingent liability other than to a wholly owned
subsidiary of Reg Vardy; or
(v) merged with or acquired any body corporate or acquired or disposed of or transferred,
mortgaged or encumbered any material asset (including shares and trade investments) or
any right, title or interest in any material asset, or undertaken any material
liability, other than in the ordinary course of business, or proposed or announced any
intention to propose any such merger, acquisition, disposal, mortgage or encumbrance (in
each case other than in the ordinary course of business); or
(vi) entered into or varied or authorised, proposed or announced its intention to enter into
or vary any contract, transaction, arrangement or commitment which might reasonably be
considered to be of a long term, unduly onerous or unusual nature or magnitude or which
might reasonably be considered to be materially restrictive on the business of any
member of the Wider Reg Vardy Group or which involves or might reasonably be expected to
involve an obligation of such a nature or magnitude or which is not in the ordinary
course of business (including, without limitation, the acquisition or disposal of any
interest in any undertaking or the implementation of any merger, demerger,
reconstruction, scheme or amalgamation); or
(vii) taken any corporate action or had any legal proceedings instituted or threatened against
it or any order made for its winding-up (voluntarily or otherwise), dissolution or
reorganisation or any analogous procedures in any jurisdiction, or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar officer over
all or any of its assets or revenues; or
(viii) entered into, or varied the terms of any contract, arrangement or commitment with any of
the directors of Reg Vardy or senior executives of any member of the Wider Reg Vardy
Group; or
(ix) been unable, or having admitted in writing that it is unable to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts generally
or ceased or threatened to cease carrying on all or a substantial part of its business;
or
(x) made or agreed or consented to any change to the terms of any trust deed constituting
the pension scheme(s) established for its directors and/or employees and/or their
dependants or to the benefits which accrue, or to the pensions which are payable
thereunder, or to the basis on which qualification for or accrual or entitlement to such
benefits or pensions are calculated or determined, or to the basis on which the
liabilities of such pension schemes are funded or made, or agreed or consented to any
change to the trustees involving the appointment of a trust corporation; or
(xi) made any amendment to its memorandum or articles of association; or
(xii) waived or compromised any claim otherwise than in the ordinary course of business; or
(xiii) entered into any agreement, arrangement or commitment or passed any resolution or made
any announcement, with respect to any of the transactions, matters or events referred to
in this paragraph (e);
(f) except as disclosed in Reg Vardy's financial results and/or as otherwise publicly announced since
30 April 2005 and/or as disclosed to Lookers, since 30 April 2005:
(i) there having been no material adverse change in the business, assets, financial or
trading position or profits or prospects of the Wider Reg Vardy Group taken as a whole;
(ii) there having been no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigation instituted, announced or threatened by or against or
remaining outstanding in respect of any member of the Wider Reg Vardy Group which in any
such case is material in the context of the Wider Reg Vardy Group taken as a whole; and
(iii) no contingent or other liability having arisen which would or might reasonably be
expected to materially adversely affect the business of the Wider Reg Vardy Group, taken
as a whole.
(g) Lookers not having discovered that, save as publicly announced or otherwise disclosed to Lookers:
(i) any financial or business or other information concerning the Wider Reg Vardy Group
disclosed at any time by or on behalf of any member of the Wider Reg Vardy Group
(whether publicly or otherwise) to Lookers either contains a misrepresentation of fact
or omits to state a material fact necessary to make the information contained therein
not misleading, in either case, where the misrepresentation or omission is material in
the context of the Wider Reg Vardy Group taken as a whole; or
(ii) any member of the Wider Reg Vardy Group is subject to any liability, contingent or
otherwise, other than such a liability incurred in the ordinary course of business,
which is not disclosed in Reg Vardy's financial results or has not been publicly
announced or otherwise disclosed to Lookers and which is material in the context of the
Reg Vardy Group taken as a whole; or
(iii) there has been an emission, disposal, discharge, deposit, spillage or leak of waste or
hazardous or harmful substances on or about or from any property now or previously
owned, occupied or made use of by any past or present member of the Wider Reg Vardy
Group which could give rise to any liability (whether actual or contingent) or cost on
the part of any member of the Wider Reg Vardy Group which is or would be material in the
context of the Wider Reg Vardy Group taken as a whole; or
(iv) any past or present member of the Wider Reg Vardy Group has not complied with all
applicable laws or regulations of any relevant jurisdiction in relation to environmental
matters, which non-compliance would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider Reg Vardy Group
which would be material in the context of the business of the Wider Reg Vardy Group
taken as a whole; or
(v) circumstances exist whereby a person or class of persons would be likely to have any
claim or claims in respect of any product or service provided by or carried out by any
past or present member of the Wider Reg Vardy Group and which is material in the context
of the Wider Reg Vardy Group taken as a whole; or
(vi) there is or is likely to be any liability (whether actual or contingent) or requirement
of any past or present member of the Wider Reg Vardy Group to make good, repair,
reinstate or clean up any property now or previously owned, occupied, made use of or
harmed by any past or present member of the Wider Reg Vardy Group or any controlled
waters under any environmental legislation, regulation, notice, circular, or order of
any relevant authority or otherwise which is material in the context of the business of
the Wider Reg Vardy Group taken as a whole.
For the purposes of these conditions:
(a) 'relevant authority' means any government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, court, trade agency, association, institution or
professional or environmental body or any other regulatory body or person in any jurisdiction but
excluding the Office of Fair Trading, the Competition Commission and the Pensions Regulator;
(b) a relevant authority shall be regarded as having 'intervened' if it has decided or intimated a
decision to take, institute, implement or threaten any action, proceeding, suit, investigation,
reference or enquiry, or made or enacted or proposed any statute, regulation, decision or order
or taken any other steps and 'intervene' shall be construed accordingly; and
(c) 'authorisations' means authorisations, determinations, orders, grants, recognitions,
confirmations, consents, licences, clearances, permissions, certificates and approvals.
3. Lookers reserves the right to waive in whole or in part all or any of the conditions in this
Appendix I except conditions 1 and 2(a).
4. The Acquisition will lapse and the Scheme will not proceed if the Acquisition or any part of it
is referred by the Office of Fair Trading to the Competition Commission before the date of the
Court Meeting.
5. If Lookers is required by the Panel to make an offer for Reg Vardy Shares under the provisions of
Rule 9 of the City Code, Lookers may make such alterations to the terms and conditions of the
Acquisition as are necessary to comply with the provisions of that Rule.
6. Lookers reserves the right to elect to implement the Acquisition by way of a takeover offer. In
such event, such offer will be implemented on the same terms (subject to appropriate amendments,
including (without limitation) an acceptance condition set at 90 per cent. of the shares to which
the offer relates), so far as applicable, as those which would apply to the Scheme.
APPENDIX II
ADDITIONAL INFORMATION
1. Inducement fee arrangement
In consideration of, and as an inducement to, Lookers entering into an
agreement with Reg Vardy for the implementation of the Scheme, Reg Vardy has
agreed to pay to Lookers an inducement fee of approximately £0.43 million if the
Scheme lapses or is withdrawn and either an independent competing offer for
Reg Vardy becomes unconditional in all respects or is otherwise completed or
implemented, or the existing offer (or a revision of the existing offer) for Reg
Vardy made by Pendragon becomes or is declared unconditional in all respects
or is otherwise completed or implemented, or any Reg Vardy Director
withdraws, qualifies or modifies his recommendation of the Acquisition, or
recommends the acceptance or approval of a competing offer for Reg Vardy, or
if the Panel finds that there has been a breach of Rule 21.1 of the City Code
in respect of the Acquisition.
2. Undertakings and statements of intent
Lookers has received irrevocable undertakings from certain Reg Vardy
Shareholders to vote (or to procure that the registered holders vote) in
favour of the approval of the Scheme and the special resolution to be proposed
at the Extraordinary General Meeting in respect of 12,108,387 Reg Vardy
Shares in aggregate, representing approximately 21.5% of the existing issued
share capital of Reg Vardy. Details of these undertakings are as follows:
Person providing undertaking Number of Reg Vardy
Shares committed
UBS AG, London Branch 4,216,351
Trefick Limited 3,405,561
Aberforth Partners LLP 3,360,430
F&C Asset Management plc 1,126,045
The irrevocable undertaking referred to above given by UBS AG will cease to
be binding if the Scheme is not approved at the Court Meeting, or if the
Scheme otherwise fails to become effective, or if a competing offer is made for
the issued and to be issued share capital of Reg Vardy under which the value
of the consideration offered is not less than 918 pence per Reg Vardy Share,
or if the Reg Vardy Shares which are the subject of the undertaking are sold at
a price of not less than 918 pence per share.
The irrevocable undertaking referred to above given by Trefick Limited will
cease to be binding if the Scheme is not approved at the Court Meeting, or if
the Scheme otherwise fails to become effective, or if a competing offer is made
for the issued and to be issued share capital of Reg Vardy under which the
value of the consideration offered is not less than 900 pence per Reg Vardy
Share, or if any competing offer for the issued and to be issued share capital
of Reg Vardy becomes or is declared unconditional as to acceptances, or if
the Reg Vardy Shares which are the subject of the undertaking are sold at a
price of not less than 900 pence per share.
Under the irrevocable undertaking referred to above given by Aberforth
Partners LLP, Aberforth Partners LLP retains the right to accept a higher
competing offer made for the issued and to be issued share capital of Reg Vardy
which represents, in its reasonable opinion, an improvement in the value
offered by Lookers under the Scheme.
The irrevocable undertaking referred to above given by F&C Asset Management
plc will cease to be binding if the Scheme fails to become effective, or if a
competing offer is made for the issued and to be issued share capital of Reg
Vardy under which the value of the consideration offered is greater than 875
pence per Reg Vardy Share.
In addition, Lookers has received non-legally binding statements of intent
to vote in favour of the Scheme and the special resolution to be proposed at
the Extraordinary General Meeting from Legal & General Investment Management
Limited in respect of 2,020,411 Reg Vardy Shares, from JP Morgan Asset
Management (UK) Limited in respect of 1,055,803 Reg Vardy Shares and from M&G
Investment Management Limited in respect of 859,510 Reg Vardy Shares.
Accordingly, Lookers has received irrevocable undertakings and statements of
intent in respect of, in aggregate, 16,044,111 Reg Vardy Shares, representing
approximately 28.5% of the existing issued share capital of Reg Vardy.
Lookers has received irrevocable undertakings from the Reg Vardy Directors
whereby they undertake not to vote against the approval of the Scheme at the
Court Meeting or against the special resolution to be proposed at the
Extraordinary General Meeting in respect of the following holdings of Reg
Vardy Shares:
Person providing undertaking Number of Reg Vardy Shares
committed
John F. Standen 10,000
Sir Peter Vardy 9,348,111
Robert T. Forrester 8,057
Professor Neil Hood 4,000
William M. Teasdale 4,000
3. General
Unless otherwise stated, financial information relating to Lookers has been
extracted from the audited consolidated financial statements of the Lookers
Group for the financial year ended 31 December 2004 and the unaudited interim
results for the six months ended 30 June 2005. Financial information relating
to Reg Vardy has been extracted from the audited consolidated financial
statements of the Reg Vardy Group for the financial year ended 30 April 2005 and
the unaudited interim results for the six months ended 31 October 2005.
4. Share prices
The closing middle market prices of Reg Vardy Shares have been derived from the
Daily Official List.
5. Value of the Offer
References to the value of the Offer for the whole of the issued share
capital of Reg Vardy are based on 56,252,898 Reg Vardy Shares in issue as at
16 January 2006 and 875 pence for each Reg Vardy Share.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this Press announcement unless the
context requires otherwise:
Acquisition the proposed acquisition of Reg Vardy by Lookers pursuant to the Scheme
business day means a day (other than a Saturday or Sunday) on which banks are open for normal business
in London
Capital Reduction the proposed reduction of share capital of Reg Vardy provided for by the Scheme
Cash Consideration 875 pence per Reg Vardy Share
City Code or Code the City Code on Takeovers and Mergers
Closing Price the closing middle market quotation of a Reg Vardy Share as derived from the Daily Official
List
Companies Act or Act the Companies Act 1985, as amended
Conditions the conditions of the Scheme and the Acquisition, to be set out in the Scheme Document
Court Meeting the meeting of the holders of Reg Vardy Shares to be convened by order of the Court
pursuant to section 425 of the Companies Act to consider and, if thought fit, approve the
Scheme, notice of which will be set out in the Scheme Document, and any adjournment thereof
Court Orders the order of the Court sanctioning the Scheme under section 425 of the Companies Act and
the order of the Court confirming the reduction of share capital under section 137 of the
Companies Act provided for by the Scheme, or where the context may require, either of them
CREST the relevant system (as defined in the CREST Regulations) in respect of which CrestCo is
the Operator (as defined in the CREST Regulations)
CRESTCo CRESTCo Limited
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended
Daily Official List the Daily Official List published by London Stock Exchange plc
Dresdner Kleinwort Dresdner Kleinwort Wasserstein Limited
Wasserstein
Effective Date the date on which the Scheme becomes effective in accordance with the Scheme
Enlarged Group Lookers and its subsidiaries as enlarged following completion of the Acquisition
Extraordinary General the extraordinary general meeting of Reg Vardy Shareholders, notice of which will be set
Meeting out in the Scheme Document, and any adjournment thereof
Form(s) of Proxy the forms of proxy for use at the Court Meeting and at the Extraordinary General Meeting
which will accompany the Scheme Document
Group Lookers and its existing subsidiary undertakings
London Stock Exchange London Stock Exchange plc or its successor
Lookers Lookers plc (registered in England and Wales with number 111876)
Lookers Directors the directors of Lookers
Lookers Shareholders holders of Lookers shares from time to time
Listing Rules the Listing Rules of the UK Listing Authority
Official List the official list of the UK Listing Authority
Overseas Persons Reg Vardy Shareholders who are resident in, ordinarily resident in, or citizens of,
jurisdictions outside the UK
Panel the Panel on Takeovers and Mergers
Pendragon Pendragon PLC (registered in England and Wales with number 2304195)
Reg Vardy Reg Vardy plc (registered in England and Wales with number 611190)
Reg Vardy Board or Reg Vardy the board of directors of Reg Vardy
Directors
Reg Vardy Group Reg Vardy and its subsidiary undertakings
Reg Vardy Option Holders holders of options granted under the Reg Vardy Share Option Schemes
Reg Vardy Shareholders holders of Reg Vardy Shares
Reg Vardy Share Option the Reg Vardy 1996 Company Share Option Scheme and the Reg Vardy 1996 Unapproved Share
Schemes Option Scheme
Reg Vardy Shares the ordinary shares of 10p each in the capital of Reg Vardy (excluding where the context so
requires any such shares held by the Wider Lookers Group)
Regulatory Information has the meaning given to that expression in the Listing Rules
Service
Rothschild N M Rothschild & Sons Limited
Scheme the proposed scheme of arrangement of Reg Vardy pursuant to section 425 of the Companies
Act, providing for the cancellation of the issued share capital of Reg Vardy on payment of
the Cash Consideration to the holders thereof, and the allotment and issue to Lookers of
new ordinary shares in the capital of Reg Vardy
Scheme Document the circular to be issued by Reg Vardy to Reg Vardy Shareholders providing details of the
Scheme
Scheme Record Time 6.00 p.m. on the business day immediately prior to the Effective Date
subsidiary and subsidiary to be construed in accordance with the Companies Act
undertaking
UK Listing Authority The Financial Services Authority, acting in its capacity as the competent authority for the
purpose of Part VI of the Financial Services and Markets Act 2000
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
Wider Lookers Group Lookers and each of its subsidiary undertakings (as defined by the Companies Act)
Wider Reg Vardy Group Reg Vardy and each of its subsidiary undertakings (as defined by the Companies Act)
This information is provided by RNS
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