25th Apr 2006 18:28
Pendragon PLC25 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 25 April 2006 FINAL OFFER by CITIGROUP GLOBAL MARKETS LIMITED on behalf of Pendragon plc ("Pendragon") for LOOKERS PLC ("LOOKERS") OFFER UPDATE The Board of Pendragon notes the announcement by Lookers relating to theacquisition of certain Lookers Shares by Mr Tony Bramall and his familyinterests. The Board of Pendragon reiterates that: • its Offer remains open for acceptance until 1.00 p.m. on Thursday 27April 2006; • for the Offer to be successful, acceptances are only required inrespect of Lookers Shares which carry more than 50 per cent. of Lookers votingrights. No single shareholder, such as Mr Bramall, can block the Offer; and • the Offer values each Lookers Share at 683.1 pence (based on theClosing Price of 594.0 pence per Pendragon Share on 25 April 2006). Lookers Shareholders should, once again, question what underpins the confidentstatements made by the Lookers Board. The Board of Lookers has attempted topersuade its shareholders that Lookers is worth considerably more than the valueof Pendragon's Offer. Yet Hamilton Finance, previously Lookers' largestshareholder and which has a representative on the Lookers Board, has sold itsshares at a sizeable discount to the value of the Pendragon Offer. Pendragon encourages Lookers Shareholders to accept the Offer now. ENQUIRIESPendragon PLC Tel: 01623 725 114Trevor Finn, Chief ExecutiveDavid Forsyth, Finance Director Citigroup Global Markets Limited Tel: 020 7986 4000Philip Robert-TissotSam SmallChris 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