27th Apr 2006 16:23
Pendragon PLC27 April 2006 Not for release, publication or distribution, in whole or part, in, into or from the United States, Canada, Australia or Japan. FOR IMMEDIATE RELEASE 27 April 2006 FINAL OFFER by CITIGROUP GLOBAL MARKETS LIMITED on behalf of Pendragon plc ("Pendragon") for LOOKERS PLC ("LOOKERS") OFFER LAPSES Pendragon announces that its Offer for Lookers has lapsed. As at 1 p.m. today, Thursday, 27 April 2006, being the final closing date of theOffer, Pendragon had received valid acceptances in respect of a total of7,417,158 Lookers Shares, representing approximately 21 per cent. of Lookers'issued share capital, including acceptances in respect of 4,486,459 LookersShares which were the subject of irrevocable undertakings. In addition,Pendragon holds two Lookers Shares. Accordingly, as at 1 p.m. today, Pendragon was either interested in or hadreceived valid acceptances in respect of a total of 7,417,160 Lookers Shares,representing approximately 21 per cent. of Lookers' issued share capital. As aresult, the Offer has now lapsed and Lookers Shareholders have ceased to bebound by any acceptance. Sir Nigel Rudd, Chairman of Pendragon, said: "We are naturally disappointed at this outcome as we remain of the view that theOffer was compelling and represented a full and fair price for Lookers Shares. Pendragon has many other opportunities to build on its existing position as thenumber 1 motor retail group in the UK and we look forward to continuing ourstrong growth record and creating value for shareholders through our industryleading business model and strategy." Terms defined in the Offer Document have the same meanings in this announcement. ENQUIRIESPendragon PLC Tel: 01623 725 114Trevor Finn, Chief Executive David Forsyth, Finance Director Citigroup Global Markets Limited Tel: 020 7986 4000Philip Robert-Tissot Sam Small Chris Zeal (Corporate Broking) Finsbury Group Tel: 020 7251 3801Rupert Younger Gordon Simpson Citigroup Global Markets Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forPendragon and no one else in connection with the Offer and will not beresponsible to any other person for providing the protections afforded toclients of Citigroup Global Markets Limited or for providing advice in relationto the Offer. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document. The Offer is not being and will not be made, directly or indirectly, in or into,or by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile transmission, electronic mail, telex or telephone)of interstate or foreign commerce of, or any facilities of a national securitiesexchange of, the United States, Canada, Australia or Japan and the Offer willnot be capable of acceptance by any such use, means, instrumentality orfacility, directly or indirectly from or within the United States, Canada,Australia or Japan. The Offer is not an offer of securities for sale in the United States of Americaor in any jurisdiction in which such an offer is unlawful. The New PendragonShares to be issued in connection with the Offer have not been, nor will theybe, registered under the US Securities Act of 1933, as amended, or under thesecurities laws of any state of the United States of America and may not beoffered or sold in the United States of America, absent registration or anapplicable exemption from registration. No public offering of the securitieswill be made in the United States of America. The relevant clearances have notbeen, and will not be, obtained from the securities commission of any provinceor territory of Canada; no prospectus or a prospectus equivalent has been, orwill be, lodged with, or registered by, the Australian Securities andInvestments Commission or the Japanese Ministry of Finance and the NewPendragon Shares have not been, and nor will they be, registered under oroffered in compliance with applicable securities laws of any state, province,territory or jurisdiction in Canada, Australia or Japan. Accordingly, PendragonShares may not (unless an exemption under relevant securities laws isapplicable) be offered, sold, resold or delivered, directly or indirectly, in orinto Canada, Australia or Japan or any other jurisdiction outside the UnitedKingdom if to do so would constitute a violation of the relevant laws of, orrequire registration thereof in, such jurisdiction or to, or for the account orbenefit of, a person located in Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
PDG.LLOOK.L