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Offer Rejection

6th Apr 2006 16:51

Lookers PLC06 April 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN 6 April 2006 Lookers plc ("Lookers") Lookers confirms rejection of Pendragon's offer Lookers notes the announcement earlier today by Pendragon that it has posted itsoffer document to Lookers shareholders. The Board of Lookers (the "Board") strongly reiterates its unanimous advice toLookers shareholders to reject this inadequate offer of 1.15 Pendragon sharesper Lookers share: - 1. Lookers has exceptional growth prospects as an independent companyand continues to deliver strong results as recently demonstrated by itsoutstanding 2005 results and excellent current trading; 2. Pendragon's all-share offer comes with significant financial andoperational risks and does not give the certainty of cash; and 3. Pendragon's offer substantially undervalues Lookers. Despite the Board's readiness to discuss an improvement to the terms previouslycommunicated to the Board, on 9 March 2006, Pendragon announced its intention tomake a hostile offer for Lookers. Your Board has carefully considered thisoffer with its advisers as it does with all strategic matters that affectshareholder value. The Board is convinced that this offer significantly undervalues Lookers and isnot in shareholders' best interests. It therefore has no hesitation inunanimously advising shareholders to reject this unsolicited and whollyinadequate offer and not to complete any form of acceptance. The Board will be writing to shareholders within the next fourteen days toexplain its reasons for recommending rejection of this all share offer fromPendragon. Your Board will set out in detail the operational and financialrisks associated with Pendragon's offer and will also address the many selectivestatements set out in Pendragon's offer announcement. Shareholders are urged totake no action before receiving the document to be sent to Lookers shareholders,which will be posted by no later than 20 April 2006. The Directors of Lookers have received financial advice from Rothschild. Inproviding this advice, Rothschild has placed reliance on the commercialassessment of the Directors. Ken Surgenor, Chief Executive, said: "Lookers shareholders should keep theirshares in Lookers and continue to enjoy in full the benefits of our exceptionalgrowth. They should reject the risks associated with Pendragon's inadequate allshare offer." Enquiries: Ken SurgenorDavid DysonLookers plc 0161 291 0043 Andrew ThomasN M Rothschild & Sons Limited 0161 827 3800 Andrew HayesNick LyonJames HillHudson Sandler 020 7796 4133 Christopher WilkinsonNumis Securities 020 7776 1530 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) in1% or more of any class of "relevant securities" of Lookers or Pendragon, all "dealings" in any "relevant securities" of that company (including by means of anoption in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3:30pm (London time) onthe London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Lookers or Pendragon, theywill 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 "relevantsecurities" of Lookers or Pendragon by Lookers or Pendragon, or by any of theirrespective "associates", must be disclosed by no later than 12:00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by the virtue of any optionin respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulatedby the Financial Services Authority in the United Kingdom, is acting for Lookersin connection with the offer and no one else and will not be responsible toanyone other than Lookers for providing the protections offered to clients of NM Rothschild & Sons Limited nor for providing advice in relation to the offer. This information is provided by RNS The company news service from the London Stock Exchange

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