27th Jan 2006 16:57
Vardy(Reg) PLC27 January 2006 27 January 2006 Not for release, publication or distribution, in whole or in part, in, into orfrom the United States, Canada, Australia or Japan 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 Response to Pendragon's announcement and Posting of Scheme Circular The Reg Vardy Board notes the announcements today by Pendragon and by Lookers.The Reg Vardy Board continues to recommend the acquisition of the Company byLookers and strongly urges Reg Vardy shareholders to vote in favour of theseresolutions at the Court Meeting and extraordinary general meeting on 20February 2006. The Reg Vardy Board announces that on 26 January 2006 the High Court of Justiceof England and Wales (the "Court") made an Order, in connection with theproposed scheme of arrangement pursuant to section 425 of the Companies Act 1985between Reg Vardy and its shareholders (the "Scheme"), that Reg Vardy shallconvene a Court Meeting of the Reg Vardy Shareholders for 10.00 a.m. on 20February 2006 for the purpose of considering and, if thought fit, approving theScheme. An extraordinary general meeting of Reg Vardy has been convened for10.15 a.m. on the same day (or as soon thereafter as the Court Meeting hasconcluded or been adjourned). The Scheme circular containing, inter alia, the terms of the Scheme, anExplanatory Statement (pursuant to section 426 of the Companies Act 1985),notices of the required meetings, a timetable of principal events, and detailsof the action to be taken by Reg Vardy Shareholders was today posted to all RegVardy Shareholders and, for information only, to participants in the Reg VardyShare Option Schemes (the "Scheme Circular"). As described in the Scheme Circular, the Scheme will require the approval of theReg Vardy Shareholders at the Court Meeting, and the passing of a specialresolution at the extraordinary general meeting of Reg Vardy. The Scheme andassociated Capital Reduction will also require, respectively, the subsequentsanction and confirmation by the Court. Both meetings will be held at Dresdner Kleinwort Wasserstein Limited, 20Fenchurch Street, London EC3P 3DB. Expected timetable of principal events: Latest time for lodging Forms of Proxy for: Court Meeting (blue form) 10:00 a.m. on 18 February 2006 Extraordinary General Meeting (yellow form) 10:15 a.m. on 18 February 2006 Court Meeting 10:00 a.m. on 20 February 2006 Extraordinary General Meeting 10:15 a.m. on 20 February 20061 The following dates are subject to change, please see note (2) below Court Hearing (to sanction the Scheme and to confirm the Capital 17 March 20062Reduction) Last day of dealings in, and for registration of transfers of, Reg 17 March 20062Vardy Shares Scheme Record Time 6:00 p.m. on 17 March 20062 Effective Date of the Scheme 20 March 20062 Cancellation of listing of Reg Vardy Shares 8:00 a.m. on 20 March 20062 Latest date for despatch of cheques and settlement through Within 14 days after the EffectiveCREST Date Unless otherwise stated, all references in this document to times are to Londontimes. Notes: 1. To commence at 10.15 a.m. or, if later, immediately after theconclusion or adjournment of the Court Meeting. 2. These times and dates are indicative only and will depend, among otherthings, on the dates upon which the Court sanctions the Scheme and confirms theassociated Capital Reduction. UK Listing Authority Viewing Facility Two copies of the Scheme Circular have been submitted to the UK ListingAuthority and are available for inspection at the UK Listing Authority'sDocument Viewing Facility which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7066 1000 Any term used but not defined in this announcement is as defined in the SchemeCircular. Enquiries Dresdner Kleinwort Wasserstein (Financial adviser and joint broker to Reg Vardy) 020 7623 8000Charles BattenMichael Covington Brewin Dolphin Securities Limited (Joint broker to Reg Vardy) 0191 279 7300Graeme Summers Financial Dynamics (Public relations adviser to Reg Vardy)Jonathon Brill 07836 622 683Billy Clegg 07977 578 153 Lookers plc 0161 291 0043Ken Surgenor (Chief Executive)David Dyson (Finance Director) N M Rothschild & Sons Limited (Financial adviser to Lookers) 0161 827 3800Andrew Thomas Numis Securities Limited (Broker to Lookers) 020 7776 1500Christopher Wilkinson Hudson Sandler (Public relations adviser to Lookers) 020 7796 4133Andrew HayesNick LyonJames Hill N M Rothschild & Sons Limited, which is authorised and regulated by theFinancial Services Authority, is acting exclusively for Lookers and for no-oneelse in connection with the Acquisition and will not be responsible to anyoneother than Lookers for providing the protections afforded to customers of NMRothschild & Sons Limited or for providing advice in relation to the Acquisitionor any matters referred to herein. Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by theFinancial Services Authority, is acting for Reg Vardy and for no-one else inconnection with the Acquisition and will not be responsible to anyone other thanReg Vardy for providing the protections afforded to customers of DresdnerKleinwort Wasserstein Limited or for affording advice in relation to theAcquisition or any matters referred to herein. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer topurchase or subscribe for any securities or the solicitation of any vote orapproval in any jurisdiction. Any response in relation to the Acquisitionshould be made only on the basis of the information contained in the SchemeDocument. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Anyfailure to comply with the restrictions may constitute a violation of thesecurities laws of any such jurisdiction. The statements contained in this announcement are made as at the date of thisannouncement, unless some other time is specified in relation to them, andrelease of this document shall not give rise to any implication that there hasbeen 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 exceptwhere otherwise stated. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
LOOK.L