9th Mar 2006 17:43
Lookers PLC09 March 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, CANADA, AUSTRALIA OR JAPAN 9 March 2006 FOR IMMEDIATE RELEASE Lookers plc ("Lookers" or the "Company") Rejection of offer (the "Offer") made by Pendragon Plc ("Pendragon") Further to the announcement made earlier today by the board of Pendragon, theboard of Lookers, as advised by Rothschild, has no hesitation in unanimouslyrejecting this inadequate all share offer and recommends to Lookers shareholdersthat they take no action whatsoever in relation to the Offer. In relation to the terms of the Offer, the board of Lookers wishes to make thefollowing points: • The board of Lookers, after consultation with its advisers, unanimously believes that the Offer significantly undervalues Lookers and is not in the best interests of Lookers shareholders. In arriving at this view, the board has taken into account the nature of the consideration being offered which is wholly in Pendragon's shares, the modest premium implied over the prevailing Lookers share price and the value of the assets owned and utilised by Lookers in the operation of its business. • Lookers has an exceptional management team in place supported by a strong workforce with market leading operational skills which have delivered consistent growth and value to shareholders. It has been able to achieve this given the success of its decentralised dealer enfranchised model and exceptionally strong relationships with manufacturer partners. The board therefore believes that Lookers is ideally placed to leverage the significant opportunities which exist to create further shareholder value by both organic and acquisitive growth. • The board of Lookers believes that the all share offer presents considerable risk for Lookers shareholders in so far as a three way merger with Pendragon so soon after Pendragon's acquisition of Reg Vardy would involve major operational risk. In addition, the board believes that there would be a high degree of commercial risk for shareholders in the enlarged Pendragon group if the Offer were successful, with regard to the likely reaction from manufacturers and other stakeholders. The board of Lookers notes the comment from the Chairman of Pendragon set out inPendragon's announcement made earlier today regarding its two formal approaches. The board of Lookers wishes to clarify that it has always been open to discussmatters with Pendragon and its advisers and limited discussions have takenplace. At the time of the initial approaches, the board of Lookers discussedthe matter with certain shareholders representing a significant proportion ofthe issued share capital of Lookers who indicated that they would not bereceptive to an approach on the terms which were set out by the board ofPendragon and its advisers. The board of Lookers and its advisers has previously suggested to the board ofPendragon and its advisers that they review the basis of their initialapproaches both in terms of the form of consideration offered and the valuationbeing placed on Lookers. Disappointingly, the board of Pendragon has decidednot to respond and to proceed unilaterally with its original proposal. The board will write to shareholders in due course with its detailed views onthe offer after the Offer Document has been posted. In the meantime, the boardstrongly advises shareholders to take no action whatsoever in respect of theoffer. 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, which is authorised and regulated by theFinancial Services Authority in the United Kingdom, is acting for Lookers inconnection with the Offer and no one else and will not be responsible to anyoneother than Lookers for providing the protections offered to clients of N MRothschild & 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 ExchangeRelated Shares:
LOOK.LPDG.L