Pendragon Offer for Lookers
Pendragon PLC
09 March 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 9 March 2006
FINAL OFFER
by
CITIGROUP GLOBAL MARKETS LIMITED
on behalf of
PENDRAGON PLC ('PENDRAGON')
for
LOOKERS PLC ('LOOKERS')
Summary
• The Board of Pendragon announces the terms of an offer for the whole
of the issued and to be issued share capital of Lookers (the 'Offer').
• The Offer of 1.15 New Pendragon Shares for each Lookers Share values
each Lookers Share at approximately 725 pence and values the entire issued
share capital of Lookers at approximately £258.8 million, based on the
Closing Price of 630 pence per Pendragon Share on 8 March 2006, being the
last business day prior to this announcement.
• The Offer represents a premium of:
• 95 per cent. to the average Closing Price of 370.7 pence per Lookers
Share for the twelve months prior to 26 January 2006, being the last
business day prior to the announcement by Pendragon of the terms of a
possible offer for Lookers, based on the Closing Price of 630 pence per
Pendragon Share on 8 March 2006; and
• 42 per cent. to the Closing Price of 509 pence per Lookers Share on 26
January 2006, being the last business day prior to the announcement by
Pendragon of the terms of a possible offer for Lookers, based on the
Closing Price of 630 pence per Pendragon Share on 8 March 2006.
• The Offer is final and will not be increased. The Closing Date will
be 21 days after the posting of the Offer Document and that will be the
final date upon which the Offer can become or be declared unconditional as
to acceptances, except with the Panel's consent. The Offer will not
(without the Panel's consent) be kept open after the Closing Date unless it
has become unconditional as to acceptances.
• The Offer is conditional, inter alia, upon Pendragon receiving valid
acceptances in respect of the Offer which, together with Lookers Shares
acquired or agreed to be acquired before or during the Offer Period, will
result in Pendragon (and any persons acting in concert with it) holding
Lookers Shares carrying more than 50.0 per cent. of the voting rights then
normally exercisable at general meetings of Lookers.
• Pendragon has received irrevocable undertakings from certain Lookers
Shareholders to accept the Offer in respect of 4,486,459 Lookers Shares,
representing approximately 12.6 per cent. of the existing issued share
capital of Lookers. These irrevocable undertakings will only cease to be
binding in the event that the Offer lapses or is withdrawn or a third party
announces a firm intention to make an offer for Lookers on terms
representing, in the opinion of the party giving the irrevocable
undertaking, an improvement of 5 per cent. on the value of the Offer.
• The Offer is a Class 1 transaction for Pendragon under the Listing
Rules and is therefore conditional, inter alia, on the approval by Pendragon
Shareholders of the Offer at an extraordinary general meeting. The
Directors of Pendragon intend to unanimously recommend Pendragon
Shareholders to vote in favour of the necessary resolutions.
Commenting on the Offer, Sir Nigel Rudd, Chairman of Pendragon, said:
'We believe that there are significant benefits available to shareholders from
our continuing consolidation in the UK motor vehicle retail sector and this
offer for Lookers is consistent with Pendragon's strategy to deliver these
benefits. Whilst we would have preferred to make this offer on a recommended
basis, we have so far been unable to engage the Board of Lookers in meaningful
discussions. Therefore, we are making these proposals directly to Lookers'
shareholders and are confident that they will be supportive of what we believe
to be a very compelling offer.'
This summary should be read in conjunction with the full text of the attached
announcement.
* * * * *
There will be a meeting for analysts at 9.30 a.m. today at the offices of
Finsbury Group, Tenter House, 45 Moorfields, London EC2Y 9AE.
ENQUIRIES
Pendragon PLC
Trevor Finn, Chief Executive
David Forsyth, Finance Director
Telephone: 01623 725 114
Citigroup Global Markets Limited
(Financial adviser and corporate broker to Pendragon)
Philip Robert-Tissot
Sam Small
Chris Zeal (Corporate Broking)
Telephone: 020 7986 4000
Finsbury Group
(Public relations adviser to Pendragon)
Rupert Younger
Gordon Simpson
Telephone: 020 7251 3801
Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Pendragon and for no one else in connection with the Offer and will not be
responsible to any other person for providing the protections afforded to
clients of Citigroup Global Markets Limited or for providing advice in relation
to the Offer.
This announcement does not constitute, or form part of, any offer for or any
solicitation of an offer for, securities in any jurisdiction. Any acceptance or
other response to the Offer should be made only on the basis of information
contained in or referred to in the Offer Document and the Information
Memorandum.
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 securities
exchange of, the United States, Canada, Australia or Japan and the Offer will
not be capable of acceptance by any such use, means, instrumentality or
facility, directly or indirectly from or within the United States, Canada,
Australia or Japan. Accordingly, neither this Announcement nor the Information
Memorandum nor the Offer Document nor the Form of Acceptance is being, and must
not be, mailed or otherwise forwarded, transmitted, distributed or sent in, into
or from the United States of America, Canada, Australia or Japan. Doing so may
render invalid any purported acceptance of the Offer. All Lookers Shareholders
or other persons, (including nominees, trustees or custodians) who would or
otherwise intend to, or may have a contractual or legal obligation to, forward
this Announcement and/or the Information Memorandum and/or the Offer Document
and/or the Form of Acceptance to any jurisdiction outside the United Kingdom,
should refrain from doing so and seek appropriate professional advice before
taking any action.
The Offer is not an offer of securities for sale in the United States of America
or in any jurisdiction in which such an offer is unlawful. The New Pendragon
Shares to be issued in connection with the Offer have not been, nor will they
be, registered under the US Securities Act of 1933, as amended, or under the
securities laws of any state of the United States of America and may not be
offered or sold in the United States of America, absent registration or an
applicable exemption from registration. No public offering of the securities
will be made in the United States of America. The relevant clearances have not
been, and will not be, obtained from the securities commission of any province
or territory of Canada; no prospectus or a prospectus equivalent has been, or
will be, lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance and the New
Pendragon Shares have not been, and nor will they be, registered under or
offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction in Canada, Australia or Japan. Accordingly, Pendragon
Shares may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia or Japan or any other jurisdiction outside the United
Kingdom if to do so would constitute a violation of the relevant laws of, or
require registration thereof in, such jurisdiction or to, or for the account or
benefit of, a person located in Canada, Australia or Japan.
This Announcement contains a number of forward-looking statements relating to
Pendragon and Lookers with respect to, among others, the following: financial
conditions; results of operation; the businesses of Pendragon and Lookers;
future benefits of the transaction; and management plans and objectives.
Pendragon considers any statements that are not historical facts as '
forward-looking statements'. They involve a number of risks and uncertainties
that could cause actual results to differ materially from those suggested by the
forward-looking statements. Important factors that could cause actual results
to differ materially from estimates or forecasts contained in the
forward-looking statements include, among others, the following possibilities:
future revenues are lower than expected; costs or difficulties relating to the
combination of the businesses of Pendragon and Lookers, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or not
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places Pendragon and Lookers do
business are less favourable than expected, and/or conditions in the securities
market are less favourable than expected. Except as required by the FSA, the
London Stock Exchange or applicable law, Pendragon expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in Pendragon's expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Pendragon or of Lookers, all 'dealings' in any 'relevant
securities' of that company (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the 'offer period'
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of Pendragon or of Lookers, they will 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 'relevant
securities' of Pendragon or of Lookers by Pendragon or Lookers, or by any of
their respective 'associates', must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table giving details of the companies in whose 'relevant securities
' 'dealings' should be disclosed, and the number of such securities in issue,
can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
Not for release, publication or distribution, in whole or part, in, into or from
the United States, Canada, Australia or Japan.
For immediate release 9 March 2006
FINAL OFFER
by
CITIGROUP GLOBAL MARKETS LIMITED
on behalf of
PENDRAGON PLC
for
LOOKERS PLC
1. Introduction
The Board of Pendragon announces the terms of an offer for the whole of the
issued and to be issued share capital of Lookers by Citigroup Global Markets
Limited on behalf of Pendragon.
The Offer is a Class 1 transaction for Pendragon under the Listing Rules and is
therefore conditional, inter alia, on the approval by Pendragon Shareholders of
the Offer at an extraordinary general meeting.
2. The Offer
On behalf of Pendragon, Citigroup will offer to acquire, on the terms and
subject to the conditions to be set out in the Offer Document and in the
accompanying Form of Acceptance, the entire issued and to be issued share
capital of Lookers on the following basis:
for each Lookers Share 1.15 New Pendragon Shares
The Offer of 1.15 New Pendragon Shares for each Lookers Share values each
Lookers Share at approximately 725 pence and values the entire issued share
capital of Lookers at approximately £258.8 million, based on the Closing Price
of 630 pence per Pendragon Share on 8 March 2006, being the last business day
prior to this announcement.
The Offer represents a premium of:
• 95 per cent. to the average Closing Price of 370.7 pence per Lookers
Share for the twelve months prior to 26 January 2006, being the last business
day prior to the announcement by Pendragon of the terms of a possible offer
for Lookers, based on the Closing Price of 630 pence per Pendragon Share on
8 March 2006; and
• 42 per cent. to the Closing Price of 509 pence per Lookers Share on
26 January 2006, being the last business day prior to the announcement by
Pendragon of the terms of a possible offer for Lookers, based on the Closing
Price of 630 pence per Pendragon Share on 8 March 2006.
The Offer is final and will not be increased. The Closing Date will be 21 days
after the posting of the Offer Document and that will be the final date upon
which the Offer can become or be declared unconditional as to acceptances,
except with the Panel's consent. The Offer will not (without the Panel's
consent) be kept open after the Closing Date unless it has become unconditional
as to acceptances.
The Offer is conditional, inter alia, upon Pendragon receiving valid acceptances
in respect of the Offer which, together with Lookers Shares acquired or agreed
to be acquired before or during the Offer Period, will result in Pendragon (and
any persons acting in concert with it) holding Lookers Shares carrying more than
50.0 per cent. of the voting rights then normally exercisable at general
meetings of Lookers.
The Lookers Shares will be acquired by Pendragon fully paid up and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
other third party rights or interests and together with all rights now or
hereafter attaching thereto, including the right to receive and retain all
dividends and other distributions (if any) declared, made or paid, or any other
return of capital (whether by way of reduction of share capital or share premium
account or otherwise) made, on or after the date hereof, save for the Permitted
Lookers Final Dividend.
If any dividend, other distribution or return of capital (other than the
Permitted Lookers Final Dividend) is declared, made or paid on or after the date
hereof which Pendragon does not directly receive the benefit of, Pendragon
reserves the right to reduce the Exchange Ratio to reflect the value of such
dividend, other distribution or return of capital (other than the Permitted
Lookers Final Dividend). The precise mechanics will be set out in the Offer
Document. Any reduction to the Exchange Ratio will be only be made with the
consent of, and on a basis to be agreed with, the Panel.
The Offer will extend to any Lookers Shares that are unconditionally allotted or
issued fully paid (or credited as fully paid) prior to the date on which the
Offer closes (or such earlier date as Pendragon may, subject to the City Code
and/or with the consent of the Panel, determine, being not earlier than the date
on which the Offer becomes or is declared unconditional as to acceptances or, if
later, the Closing Date) pursuant to the exercise of the options under the
Lookers Share Option Schemes or otherwise. The Offer Document is expected to be
posted to Lookers Shareholders not later than 28 days after the date of this
announcement but it is anticipated that posting will not be before 30 March
2006.
Full acceptance of the Offer, assuming exercise of all existing options under
the Lookers Share Option Schemes, would result in the issue of up to
approximately 41,246,749 New Pendragon Shares, representing approximately 23.9
per cent. of the issued ordinary share capital of Pendragon as enlarged by the
acquisition of Lookers.
Fractional entitlements to New Pendragon Shares under the terms of the Offer
will be disregarded and will not be issued.
When made, the Offer will be subject to the condition that the admission of the
New Pendragon Shares (i) to listing on the Official List of the UK Listing
Authority becomes effective in accordance with the Listing Rules of the UK
Listing Authority and (ii) to trading on the London Stock Exchange's market for
listed securities becomes effective in accordance with the Admission and
Disclosure Standards made by the London Stock Exchange.
The Offer will be subject to the conditions and further terms set out in
Appendix I to this announcement.
3. Irrevocable undertakings
Pendragon has received irrevocable undertakings to accept the Offer from
Schroder Investment Management Limited in respect of 3,016,261 Lookers Shares
and from Morley Fund Management Limited in respect of 1,470,198 Lookers Shares,
representing in aggregate approximately 12.6 per cent. of the existing issued
share capital of Lookers. These irrevocable undertakings will only cease to be
binding in the event that the Offer lapses or is withdrawn or a third party
announces a firm intention to make an offer for the entire issued share capital
of Lookers at a price representing, in the opinion of the party giving the
undertaking, an improvement of not less than 5 per cent. on the value of the
Offer on the date on which the competing offer is announced.
4. Background to and reasons for the Offer
(i) Background
The changes to the Block Exemption rules in 2003 have enabled Pendragon to
pursue with more confidence its stated strategy of growing its business with
selected manufacturer partners. The Block Exemption rules introduced the
following principal advantages for large dealer groups such as Pendragon:
• greater certainty and opportunity for motor dealers as manufacturers
are no longer able to terminate franchise agreements without clear and
objective reasons. This allows dealers to take a longer term view and to
build value in their businesses;
• the ability to acquire franchised dealerships without prior approval
from manufacturers provided that the acquirer already has at least one
franchised dealership of the particular brand;
• the ability to source parts from the original manufacturer rather
than from the vehicle manufacturer;
• greater ability to have more than one franchise on a single site; and
• the ability to operate as a stand-alone authorised service and repair
provider.
In 2004, Pendragon successfully acquired the then second largest dealer group in
the UK, CD Bramall. That business has been successfully integrated with
Pendragon's business over the past two years. During the period since the CD
Bramall acquisition, Pendragon has also made a number of small dealership
purchases and added different franchises to some of its existing sites.
On 14 February 2006, Pendragon's offer for Reg Vardy became unconditional in all
respects. Reg Vardy was the third largest dealer group in the UK. The process of
integrating this new business is underway and the Company continues to believe
that the benefits of the acquisition will be realised in accordance with its
expectations.
Pendragon has structured its organisation for growth by focusing its management
on individual franchises and by investing in the development and implementation
of its in-house software and technology systems. Pendragon believes that it is
well positioned to participate actively in the consolidation of the motor
retailing industry in the UK. Pendragon believes that its ability to optimise
the benefits of scale of any acquisition will be enhanced through efficiencies
gained by the use of in-house technology systems which enable effective
management and control of all aspects of its business.
As announced on 27 January 2006, Pendragon made two formal approaches to the
Board of Lookers to discuss the terms of a possible acquisition. Since making
that announcement, Pendragon and its advisers have made a number of further
attempts to initiate meaningful discussions with the Board of Lookers and its
advisers. These approaches have been rejected.
(ii) Reasons for the Offer
Pendragon continues to believe that the synergies available from a three-way
consolidation of Lookers, Reg Vardy and Pendragon should be considerable and,
through a share exchange offer, Lookers Shareholders would benefit from the
proven track record of Pendragon management of integrating large acquisitions
and extracting synergies. The Board of Pendragon believes that the Enlarged
Pendragon Group will benefit from cost savings through the integration of the
Lookers' dealerships into the existing Pendragon infrastructure. In addition,
Pendragon expects to benefit from economies of scale in purchasing as well as
the elimination of costs associated with Lookers' listed company status.
The Board of Pendragon believes that the acquisition will become enhancing to
earnings (before exceptionals) during the first twelve months of ownership after
taking into account expected synergies (although this statement should not be
interpreted to mean that earnings per share of the Enlarged Pendragon Group will
necessarily be greater than or equal to those in prior years).
Pendragon is confident that it has the management experience necessary to
integrate the businesses of both Reg Vardy and Lookers successfully. As a
result, it has decided to make this Offer directly to Lookers' Shareholders at
this time.
5. Information on Lookers
Lookers is one of the leading multi-franchise motor retail groups in the UK,
operating a network of more than 100 dealerships, vehicle servicing and parts
distribution facilities. The company, headquartered in Manchester, represents 13
volume manufacturers and 10 premium manufacturers, with the majority of its
sites being located in the North West of England and Northern Ireland. It has
particularly well established relationships with certain manufacturers such as
Ford, Vauxhall and Renault on behalf of whom it operates (as disclosed in the
scheme document sent to Reg Vardy shareholders dated 27 January 2006 and in the
subsequent announcement made by Lookers on 28 February 2006) 21, 17 and 13
franchises respectively. The Ford brands represented are Aston Martin, Jaguar,
Land Rover and Volvo. Other marques include Bentley, Ferrari, Honda, Maserati,
Nissan, Toyota and Volkswagen.
In the year ended 31 December 2004 (on a UK GAAP basis), Lookers' consolidated
turnover was £1,093.8 million (2003: £961.4 million) and profit before tax was
£26.5 million (2003: £14.0 million). As at 31 December 2004, the gross assets of
Lookers were £317.4 million and the net assets of Lookers were £85.7 million.
Lookers announced its interim results for the six-month period ended 30 June
2005 (on an IFRS basis) on 5 September 2005. In those interim results, Lookers
reported turnover of £648.1 million (2004: £576.4 million), operating profit
before amortisation and exceptional items of £15.0 million (2004: £11.8
million), profit on ordinary activities before taxation of £13.1 million (2004:
£25.9 million) and adjusted earnings per share of 22.3 pence (2004: 20.3 pence).
As at 30 June 2005, the gross assets of Lookers were £412.3 million and the net
assets of Lookers were £91.5 million.
6. Information on Pendragon
The Pendragon Group is one of the largest UK motor car retailers, operating a
total of 382 franchises from 323 outlets in the UK and 22 franchises from 15
outlets overseas. Pendragon has motor car franchises for Alfa Romeo, Aston
Martin, BMW, Cadillac, Chevrolet, Chrysler Jeep, Daihatsu, Ferrari, Fiat, Ford,
Honda, Hyundai, Isuzu, Iveco, Kia, Jaguar, Land Rover, LDV, Lotus, Maserati,
Mercedes-Benz, MINI, Nissan, Peugeot, Porsche, Saab, smart, Subaru, Suzuki,
Vauxhall and Volvo, together with franchises for Japanese and American motor
cycles and heavy commercial vehicles. In addition to retailing new and used
motor vehicles, Pendragon provides aftersales services and vehicle contract hire
and leasing. Pendragon also sells computer software products to the motor
trade, through its subsidiary, Pinewood Technologies PLC.
Pendragon primarily operates in the UK but also has motor car retailing
businesses in Germany and the USA.
The Pendragon Group announced its preliminary results for the year ended 31
December 2005 (on an IFRS basis) on 9 February 2006. In those preliminary
results, the Pendragon Group reported turnover of £3,284.5 million (2004:
£3,168.2 million), profit before tax and exceptional items of £59.3 million
(2004: £53.1 million) and adjusted earnings per share of 33.4 pence (2004: 30.0
pence). As at 31 December 2005, the gross assets of the Pendragon Group were
£1,503.4 million and the net assets of the Pendragon Group were £252.6 million.
7. Current trading and prospects for the Pendragon Group
In its statement of preliminary results for the year ended 31 December 2005,
Pendragon made the following statement:
'Last year we achieved our integration goals with CD Bramall and repaid the debt
that we incurred to buy that business and dealt with the closure of MG Rover.
The new car market in the UK was less buoyant than the previous year and
therefore profits more difficult to achieve.
January 2006 new car registrations in the UK were down by 13.3 per cent.
compared to 2005. Some of the January fall can be attributed to the higher than
normal registrations of diesel cars in December 2005. Industry forecasts are for
a UK car market down just under three per cent. for the whole of this year and a
decline of 5 per cent. would be our current view.
We are looking forward to a year of new challenges and believe that we can take
the business forward in 2006 and retain our position as the clear leader in the
industry.'
8. Management and employees
The Pendragon Board confirms that, following the Offer becoming or being
declared unconditional in all respects, the existing employment rights,
including pension rights, of all the employees of Lookers will be fully
safeguarded. The Pendragon Board will, following the Offer becoming or being
declared unconditional in all respects, assume full responsibility for the
management of the business currently carried out by the Board of Lookers.
9. Lookers Share Option Schemes
The Offer will extend to any Lookers Shares which are issued or unconditionally
allotted fully paid (or credited as fully paid) before the date on which the
Offer closes (or such earlier date as Pendragon may, subject to the City Code,
determine being not earlier than the date on which the Offer becomes or is
declared wholly unconditional as to acceptances or, if later, the Closing Date)
pursuant to the exercise of options granted under the Lookers Share Option
Schemes.
To the extent that options under the Lookers Share Option Schemes are not
exercised before the date on which the Offer closes, and if the Offer becomes or
is declared unconditional in all respects, Pendragon will make appropriate
proposals to Lookers Option Holders in due course.
10. Compulsory acquisition, delisting and cancellation of trading
If the Offer becomes or is declared unconditional in all respects, it is the
intention of Pendragon, assuming it becomes so entitled, to acquire compulsorily
any outstanding Lookers Shares pursuant to the provisions of sections 428 to
430F (inclusive) of the Act.
Following the Offer becoming or being declared unconditional in all respects and
sufficient acceptances being received, Pendragon intends to procure that Lookers
will apply for the cancellation of the listing of the Lookers Shares on the
Official List and trading on the London Stock Exchange's market for listed
securities. It is anticipated that such cancellation will take effect no earlier
than 20 business days after Pendragon has acquired or agreed to acquire 75 per
cent. of the voting rights attaching to the Lookers Shares. It is also proposed
that resolutions will be proposed to re-register Lookers as a private company.
De-listing is likely to reduce significantly the liquidity and marketability of
any Lookers Shares in respect of which the Offer has not been accepted.
11. Listing, dealings and settlement
Application will be made for the New Pendragon Shares to be admitted to the
Official List of the UK Listing Authority and to trading on the London Stock
Exchange's market for listed securities.
It is expected that Admission will become effective and that dealings for normal
settlement in the New Pendragon Shares will commence on the first business day
following the date on which the Offer becomes or is declared unconditional in
all respects (save only for the Admission of such shares becoming effective).
The New Pendragon Shares will carry the right to all dividends and other
distributions declared, made or paid on or after the date on which the Offer
becomes or is declared unconditional in all respects, save for the Pendragon
Final Dividend.
12. Pendragon Extraordinary General Meeting
The Offer is a Class 1 transaction for Pendragon under the Listing Rules and is
therefore conditional, inter alia, on the approval by Pendragon Shareholders of
the Offer at an extraordinary general meeting. Accordingly, a circular convening
the extraordinary general meeting will be posted to Pendragon Shareholders as
soon as practicable. All of the Pendragon Directors intend to vote in favour of
the necessary resolutions in respect of beneficial holdings of, in aggregate,
6,971,438 Pendragon Shares (representing approximately 5.3 per cent. of the
existing ordinary share capital of Pendragon).
13. General
Except for the irrevocable undertakings summarised in paragraph 3 and two
Lookers Shares owned by Pendragon, neither Pendragon nor, so far as the
Directors of Pendragon are aware, any person acting in concert with it, has any
interest in or right to subscribe for Lookers Shares or has any short position
(including any short positions under a derivative, any agreement to sell or any
delivery obligation or right to require another person to take delivery) in
Lookers Shares or has borrowed or lent any Lookers Shares (save for any borrowed
shares which have either been on-lent or sold).
Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.
The full text of the conditions and certain further terms of the Offer set out
in Appendix I to this announcement form part of, and should be read in
conjunction with, this announcement.
Appendix II to this announcement provides details of additional information
regarding the Offer, including the basis of calculations and sources of certain
information included in this announcement.
Appendix III to this announcement contains definitions of the terms used in this
announcement.
The Offer will be subject to the applicable requirements of the Code. The Offer
Document, Information Memorandum and Form of Acceptance setting out in full the
terms and conditions of the Offer are expected to be posted to Lookers
Shareholders not later than 28 days after the date of this announcement but it
is anticipated that posting will not be before 30 March 2006.
This announcement does not constitute, or form part of, any offer for or of, or
any solicitation of an offer for or of, securities in any jurisdiction. Any
acceptance or other response to the Offer should be made only on the basis of
information contained in or referred to in the Offer Document and the
Information Memorandum.
ENQUIRIES
Pendragon PLC
Trevor Finn, Chief Executive
David Forsyth, Finance Director
Telephone: 01623 725 114
Citigroup Global Markets Limited
(Financial adviser and corporate broker to Pendragon)
Philip Robert-Tissot
Sam Small
Chris Zeal (Corporate Broking)
Telephone: 020 7986 4000
Finsbury Group
(Public relations adviser to Pendragon)
Rupert Younger
Gordon Simpson
Telephone: 020 7251 3801
Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Pendragon and for no one else in connection with the Offer and will not be
responsible to any other person for providing the protections afforded to
clients of Citigroup Global Markets Limited or for providing advice in relation
to the Offer.
This announcement does not constitute, or form part of, any offer for or any
solicitation of an offer for, securities in any jurisdiction. Any acceptance or
other response to the Offer should be made only on the basis of information
contained in or referred to in the Offer Document and the Information
Memorandum.
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 securities
exchange of, the United States, Canada, Australia or Japan and the Offer will
not be capable of acceptance by any such use, means, instrumentality or
facility, directly or indirectly from or within the United States, Canada,
Australia or Japan. Accordingly, neither this Announcement nor the Information
Memorandum nor the Offer Document nor the Form of Acceptance is being, and must
not be, mailed or otherwise forwarded, transmitted, distributed or sent in, into
or from the United States of America, Canada, Australia or Japan. Doing so may
render invalid any purported acceptance of the Offer. All Lookers Shareholders
or other persons, (including nominees, trustees or custodians) who would or
otherwise intend to, or may have a contractual or legal obligation to, forward
this Announcement and/or the Information Memorandum and/or the Offer Document
and/or the Form of Acceptance to any jurisdiction outside the United Kingdom,
should refrain from doing so and seek appropriate professional advice before
taking any action.
The Offer is not an offer of securities for sale in the United States of America
or in any jurisdiction in which such an offer is unlawful. The New Pendragon
Shares to be issued in connection with the Offer have not been, nor will they
be, registered under the US Securities Act of 1933, as amended, or under the
securities laws of any state of the United States of America and may not be
offered or sold in the United States of America, absent registration or an
applicable exemption from registration. No public offering of the securities
will be made in the United States of America. The relevant clearances have not
been, and will not be, obtained from the securities commission of any province
or territory of Canada; no prospectus or a prospectus equivalent has been, or
will be, lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance and the New
Pendragon Shares have not been, and nor will they be, registered under or
offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction in Canada, Australia or Japan. Accordingly, Pendragon
Shares may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia or Japan or any other jurisdiction outside the United
Kingdom if to do so would constitute a violation of the relevant laws of, or
require registration thereof in, such jurisdiction or to, or for the account or
benefit of, a person located in Canada, Australia or Japan.
This Announcement contains a number of forward-looking statements relating to
Pendragon and Lookers with respect to, among others, the following: financial
conditions; results of operation; the businesses of Pendragon and Lookers;
future benefits of the transaction; and management plans and objectives.
Pendragon considers any statements that are not historical facts as '
forward-looking statements'. They involve a number of risks and uncertainties
that could cause actual results to differ materially from those suggested by the
forward-looking statements. Important factors that could cause actual results
to differ materially from estimates or forecasts contained in the
forward-looking statements include, among others, the following possibilities:
future revenues are lower than expected; costs or difficulties relating to the
combination of the businesses of Pendragon and Lookers, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or not
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places Pendragon and Lookers do
business are less favourable than expected, and/or conditions in the securities
market are less favourable than expected. Except as required by the FSA, the
London Stock Exchange or applicable law, Pendragon expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in Pendragon's expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Pendragon or of Lookers, all 'dealings' in any 'relevant
securities' of that company (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the 'offer period'
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of Pendragon or of Lookers, they will 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 'relevant
securities' of Pendragon or of Lookers by Pendragon or Lookers, or by any of
their respective 'associates', must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
Appendix I
Conditions and certain Further Terms of the Offer
PART A: CONDITIONS OF THE OFFER
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00pm on the Closing Date in respect of such
number of Lookers Shares which, together with Lookers Shares acquired or agreed
to be acquired by Pendragon before or during the Offer Period, will result in
Pendragon holding Lookers Shares which carry more than 50 per cent of the voting
rights then normally exercisable at a general meeting of Lookers, including for
this purpose, to the extent (if any) required by the Panel, any such voting
rights attaching to any Lookers Shares that are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding conversion or subscription
rights or otherwise and for this purpose Lookers Shares that have been
unconditionally allotted shall be deemed to carry the voting rights that they
will carry upon issue;
(b) the passing at the Extraordinary General Meeting of
Pendragon (or at any adjournment thereof) of all necessary resolutions to
approve, implement and effect the Offer and the acquisition by Pendragon of
Lookers and of any Lookers Shares, including a resolution or resolutions to
increase the share capital of Pendragon and to authorise the creation and
allotment of New Pendragon Shares;
(c) the admission of the New Pendragon Shares (i) to listing on
the Official List of the UK Listing Authority becoming effective in accordance
with the Listing Rules of the UK Listing Authority and (ii) to trading on the
London Stock Exchange's market for listed securities becoming effective in
accordance with the Admission and Disclosure Standards made by the London Stock
Exchange from time to time, or (if Pendragon so determines and subject to the
consent of the Panel) the UK Listing Authority and the London Stock Exchange
agreeing to admit such shares to listing and trading respectively subject to
allotment of such shares;
(d) Pendragon not having discovered or otherwise having become
aware that the Office of Fair Trading in the UK has referred or intends to refer
the Acquisition or any matter arising therefrom or relating thereto to the
Competition Commission in the UK;
(e) no relevant authority having intervened in a way that would
or might reasonably:
(i) make the Offer or its implementation or the acquisition by
the Offeror or any member of the Pendragon Group of any shares or other
securities in, or control of, Lookers, void, illegal or unenforceable or
directly or indirectly restrict, restrain, prohibit, delay or otherwise
materially interfere with the implementation of, or impose additional material
conditions or obligations with respect to, or otherwise challenge, the Offer or
the acquisition of any shares or other securities in, or control of, Lookers by
the Offeror or any member of the Pendragon Group; or
(ii) require, impede, delay or prevent the divestiture, or alter
the terms of any proposed divestiture, by any member of the wider Lookers Group
or by any member of the wider Pendragon Group of all or any portion of their
respective businesses (or any of them), assets or property or impose any
limitation on the ability of any of them to conduct their respective businesses
or to own or continue to enjoy the benefits currently enjoyed in relation to
their respective assets or property or any part of them; or
(iii) impose any limitation on or result in a delay in the
ability of any member of the wider Lookers Group or the wider Pendragon Group to
acquire or to hold or effectively to exercise (whether directly or indirectly)
all or any rights of ownership of shares or other securities (or the equivalent)
in, or management control over, any member of the wider Lookers Group; or
(iv) require any member of the wider Pendragon Group or the wider
Lookers Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the wider Lookers Group and the
Pendragon Group owned by any third party; or
(v) require the divestiture by any member of the wider Pendragon
Group of any shares or other securities in Lookers; or
(vi) impose any limitation on the ability of any member of the
wider Lookers Group or the wider Pendragon Group to co-ordinate their respective
businesses, or any part of them, with the businesses of any other member of the
wider Lookers Group or the wider Pendragon Group; or
(vii) result in any member of the wider Lookers Group or the wider
Pendragon Group ceasing to be able to carry on business under any name under
which it presently does so; or
(viii) otherwise adversely affect the business, financial position,
profits or prospects of any member of the wider Pendragon Group or of any member
of the wider Lookers Group;
and all applicable waiting and other time periods during which any relevant
authority could intervene having expired, lapsed or terminated;
(f) all necessary filings having been made, clearances obtained
and all appropriate waiting and other time periods under any applicable
legislation or regulations in any jurisdiction having expired, lapsed or been
terminated and all authorisations necessary or appropriate for, or in respect
of, the Offer or the proposed acquisition of any shares or other securities in,
or control of, Lookers by any member of the wider Pendragon Group or the
carrying on by any member of the wider Lookers Group or the wider Pendragon
Group of its business having been obtained, in terms and in a form satisfactory
to Pendragon, from all relevant authorities or from any person or body with whom
any member of the wider Pendragon Group or any member of the wider Lookers Group
has entered into contractual arrangements and all such authorisations remaining
in full force and effect and there has not been received any notice or
intimation of an intention to revoke, or not to renew, any of the same and all
applicable statutory or regulatory obligations in any jurisdiction having been
complied with;
(g) there being no provision of any arrangement, agreement,
licence, permit, franchise or other instrument to which any member of the wider
Lookers Group is a party or by or to which any such member or any of its assets
are or may be bound, entitled or subject and which, in consequence of the Offer
or the Acquisition or the proposed acquisition of any shares or other securities
in, or control of Lookers by Pendragon or any member of the wider Pendragon
Group or because of a change in the control or management of any member of the
wider Lookers Group or otherwise, would or might result in:
(i) any monies borrowed by, or other indebtedness (actual or
contingent) of, or grant available to any such member of the wider Lookers Group
being or becoming repayable, or becoming capable of being declared repayable,
immediately or prior to its stated maturity, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or inhibited or being
capable of being withdrawn or materially inhibited; or
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any significant part of the business,
property or assets of any such member of the wider Lookers Group, or any such
mortgage, charge or other security interest (whenever arising or having arisen)
becoming enforceable; or
(iii) any such arrangement, agreement, licence, permit, franchise
or other instrument or the rights, liabilities, obligations or interests of any
such member of the wider Lookers Group under any such arrangement, agreement,
licence, permit, franchise or other instrument being terminated or modified
adversely or affected adversely or any action being taken, or any obligation or
liability arising thereunder; or
(iv) any assets or interests of any such member of the wider
Lookers Group being or falling to be disposed of or charged or any right arising
under which any such asset or interest could be required to be disposed of or
charged; or
(v) the rights, liabilities, obligations, interest or business
of any such member of the wider Lookers Group in or with any firm or body or
person, or any arrangements relating to such interest or business, being
terminated or adversely modified or affected; or
(vi) any such member of the wider Lookers Group ceasing to be
able to carry on business under any name under which it presently does so; or
(vii) the financial or trading position or prospects of the wider
Lookers Group being adversely affected,
and no event having occurred which, under any provision of such agreement,
arrangement, licence, permit, franchise or other instrument to which any member
of the wider Lookers Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject, could or might, whether with
the giving of notice, effluxion of time or otherwise, result in or give rise to
any of the events or circumstances as are referred to in paragraphs (i) to (vii)
of this paragraph (g);
(h) except as disclosed in the Lookers annual report and
accounts for the year ended 31 December 2004 ('Lookers' Financial Results') and/
or otherwise publicly announced by Lookers by notifying a Regulatory Information
Service prior to 9 March 2006 ('publicly announced'), no member of the wider
Lookers Group having, since 31 December 2004:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class, or of securities convertible into, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities (save as between Lookers and wholly-owned subsidiaries of
Lookers and save for options granted, or the issue of any Lookers Shares upon
exercise of options granted, under the Lookers Share Option Schemes prior to 31
December 2004); or
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution except
to a member of the wider Lookers Group, save for the Permitted Lookers Final
Dividend; or
(iii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities (whether or
not convertible into shares) or reduced or made any other change to any part of
its share capital; or
(iv) issued, authorised or proposed or announced the issue of any
debentures or made, recognised or proposed or announced any change in its loan
capital or, save in the ordinary course of business, incurred or increased any
indebtedness or contingent liability or become subject to any contingent
liability other than to a wholly-owned subsidiary of Lookers; or
(v) merged with or acquired any body corporate or acquired or
disposed of or transferred, mortgaged or encumbered any asset (including shares
and trade investments) or any right, title or interest in any asset, or
undertaken any liability, other than in the ordinary course of business or
proposed or announced any intention to propose any such merger, acquisition,
disposal, mortgage or encumbrance (in each case other than in the ordinary
course of business); or
(vi) entered into or varied, or authorised, proposed or announced
its intention to enter into or vary any contract, transaction, arrangement or
commitment which is of a long term, unduly onerous or unusual nature or
magnitude or which would be restrictive on the business of any member of the
wider Lookers Group or which involves or might reasonably be expected to involve
an obligation of such a nature or magnitude or which is not in the ordinary
course of business (including, without limitation, the acquisition or disposal
of any interest in any undertaking or the implementation of any merger,
demerger, reconstruction, scheme or amalgamation); or
(vii) taken any corporate action or had any legal proceedings
instituted or threatened against it or any order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or any analogous
procedures in any jurisdiction, or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer over all or
any of its assets or revenues; or
(viii) entered into, or varied the terms of any contract,
arrangement or commitment with any of the directors of Lookers or senior
executives of any member of the wider Lookers Group; or
(ix) been unable or having admitted in writing that it is unable
to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business; or
(x) made or agreed or consented to any change to the terms of
any trust deed constituting the pension scheme(s) established for its directors
and/or employees and/or their dependants or to the benefits which accrue, or to
the pensions which are payable thereunder, or to the basis on which
qualification for or accrual or entitlement to such benefits or pensions are
calculated or determined, or to the basis upon which the liabilities of such
pension schemes are funded or made, or agreed or consented to any change to the
trustees involving the appointment of a trust corporation; or
(xi) made any amendment to its memorandum or articles of
association; or
(xii) waived or compromised any claim; or
(xiii) entered into any agreement, arrangement or commitment or
passed any resolution or made any announcement, with respect to any of the
transactions, matters or events referred to in this paragraph (h);
(i) except as disclosed in Lookers' Financial Results, or as
otherwise publicly announced since 31 December 2004:
(i) there having been no material adverse change in the
business, assets, financial or trading position or profits or prospects of any
member of the wider Lookers Group;
(ii) there having been no litigation, arbitration proceedings,
prosecution or other legal proceedings or investigation instituted, announced or
threatened by or against or remaining outstanding in respect of any member of
the wider Lookers Group which in any such case is material in the context of the
Lookers Group taken as a whole; and
(iii) no contingent or other liability having arisen which would
or might reasonably be expected to materially adversely affect the business of
the wider Lookers Group, taken as a whole;
(j) Pendragon not having discovered that:
(i) any financial or business or other information concerning
the wider Lookers Group disclosed at any time by or on behalf of any member of
the wider Lookers Group (whether publicly or otherwise) to Pendragon either
contains a misrepresentation of fact or omits to state a material fact necessary
to make the information contained therein not misleading, in either case, where
the misrepresentation or omission is material in the context of the wider
Lookers Group taken as a whole; or
(ii) any member of the wider Lookers Group is subject to any
liability, contingent or otherwise, which is not disclosed in Lookers' Financial
Results and which is material in the context of the Lookers Group taken as a
whole; or
(iii) there has been an emission, disposal, discharge, deposit,
spillage or leak of waste or hazardous or harmful substances on or about or from
any property now or previously owned, occupied or made use of by any past or
present member of the wider Lookers Group which could give rise to any liability
(whether actual or contingent) or cost on the part of any member of the wider
Lookers Group which is or would be material in the context of the wider Lookers
Group taken as a whole; or
(iv) any past or present member of the wider Lookers Group has
not complied with all applicable laws or regulations of any relevant
jurisdiction in relation to environmental matters, which non-compliance would be
likely to give rise to any liability (whether actual or contingent) or cost on
the part of any member of the wider Lookers Group which would be material in the
context of the business of the wider Lookers Group taken as a whole; or
(v) circumstances exist whereby a person or class of persons
would be likely to have any material claim or claims in respect of any service
provided by or carried out by any past or present member of the wider Lookers
Group; or
(vi) there is or is likely to be any liability (whether actual or
contingent) or requirement of any past or present member of the wider Lookers
Group to make good, repair, reinstate or clean up any property now or previously
owned, occupied, made use of or harmed by any past or present member of the
wider Lookers Group or any controlled waters under any environmental
legislation, regulation, notice, circular or order of any relevant authority or
otherwise which is material in the context of the business of the wider Lookers
Group taken as a whole.
For the purposes of these conditions:
(a) 'relevant authority' means any government or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
court, trade agency, association, institution or professional or environmental
body or any other regulatory body or person in any jurisdiction;
(b) a relevant authority shall be regarded as having 'intervened
' if it has decided or intimated a decision to take, institute, implement or
threaten any action, proceeding, suit, investigation, reference or enquiry, or
made, enacted or proposed any statute, regulation, decision or order, or taken
any other steps and 'intervene' shall be construed accordingly;
(c) 'authorisations' mean authorisations, determinations,
orders, grants, recognitions, confirmations, consents, licences, clearances,
permissions, certificates and approvals; and
(d) the 'wider Lookers Group' means Lookers and its subsidiary
undertakings, associated undertakings and any other undertaking in which Lookers
and such undertakings (aggregating their interests) have a significant interest
and the 'wider Pendragon Group' means Pendragon and its subsidiary undertakings,
associated undertakings and any other undertaking in which Pendragon and such
undertakings (aggregating their interests) have a significant interest and, for
these purposes, 'subsidiary undertaking', 'associated undertaking' and '
undertaking' have the meanings given by the Act (but for this purpose ignoring
paragraph 20(1)(b) of Schedule 4A of the Act) and 'significant interest' means a
direct or indirect interest in, in aggregate, 10 per cent or more of the equity
capital of an undertaking.
Pendragon reserves the right to waive all or any of the above conditions, in
whole or in part, except conditions (a), (b) and (c). Pendragon shall be under
no obligation to waive or treat as fulfilled any of conditions (d) to (j)
inclusive by a date earlier than specified below notwithstanding that any of the
other conditions of the Offer may at such earlier date have been fulfilled or
waived and/or that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
If Pendragon is required by the Panel to make an offer for the Lookers Shares
under Rule 9 of the Code, Pendragon may make such alterations to the above
conditions as are necessary to comply with the provisions of that Rule.
Unless the Panel otherwise agrees, the Offer will lapse unless the conditions
set out above (other than condition (a)) are fulfilled or (if capable of waiver)
waived or, where appropriate, have been determined by Pendragon in its
reasonable opinion to be or to remain satisfied no later than 21 days after the
Closing Date, or such later date as the Panel may agree.
The Offer will lapse if the Acquisition is referred to the Competition
Commission in the UK before 3.00 p.m. on the Closing Date.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and accepting Lookers Shareholders and Pendragon will cease to be bound by the
Form of Acceptance submitted on or before the time when the Offer lapses.
PART B: CERTAIN FURTHER TERMS OF THE OFFER
(i) The Offer will be made on the terms and will be subject to the
conditions which are set out in this Appendix I, those terms which will be set
out in the Offer Document and the Form of Acceptance and such further terms as
may be required to comply with the provisions of the City Code. The Offer and
any acceptance of the Offer will be governed by English law. This announcement
does not constitute, or form part of, any offer for or any solicitation of an
offer for, securities in any jurisdiction.
(ii) Fractions of New Pendragon Shares will not be allotted or
issued pursuant to the Offer but will be disregarded.
(iii) The Lookers Shares will be acquired by Pendragon fully paid up
and free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights or interests and together with all
rights now or hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions (if any) declared, made or paid, or
any other return of capital (whether by way of reduction of share capital or
share premium account or otherwise) made, on or after the date hereof, save for
the Permitted Lookers Final Dividend.
(iv) If any dividend, other distribution or return of capital (other
than the Permitted Lookers Final Dividend) is declared, made or paid on or after
the date hereof which Pendragon does not directly receive the benefit of,
Pendragon reserves the right to reduce the Exchange Ratio to reflect the value
of such dividend, other distribution or return of capital (other than the
Permitted Lookers Final Dividend). The precise mechanics will be set out in the
Offer Document. Any reduction to the Exchange Ratio will be only be made with
the consent of, and on a basis to be agreed with, the Panel.
(v) The New Pendragon Shares will be issued free from all liens,
equities, charges, encumbrances and other interests. The New Pendragon Shares
will be issued credited as fully paid and will rank equally in all respects with
existing Pendragon Shares and will rank pari passu for any dividends or
distributions declared, made or paid on or after the date on which the Offer
becomes unconditional in all respects, save for the Pendragon Final Dividend.
(vi) 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 securities exchange of, the United States, Canada,
Australia or Japan and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility, directly or indirectly from or within
the United States, Canada, Australia or Japan. Accordingly, neither this
Announcement nor the Offer Document nor the Information Memorandum nor the Form
of Acceptance is being, and must not be, mailed or otherwise forwarded,
transmitted, distributed or sent in, into or from the United States of America,
Canada, Australia or Japan.
(vii) The Offer is not an offer of securities for sale in the United
States of America or in any jurisdiction in which such an offer is unlawful.
The New Pendragon Shares to be issued in connection with the Offer have not
been, nor will they be, registered under the US Securities Act of 1933, as
amended, or under the securities laws of any state of the United States of
America and may not be offered or sold in the United States of America, absent
registration or an applicable exemption from registration. No public offering
of the securities will be made in the United States of America. The relevant
clearances have not been, and will not be, obtained from the securities
commission of any province or territory of Canada; no prospectus or a prospectus
equivalent has been, or will be, lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance and
the New Pendragon Shares have not been, and nor will they be, registered under
or offered in compliance with applicable securities laws of any state,
province, territory or jurisdiction in Canada, Australia or Japan. Accordingly,
Pendragon Shares may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia or Japan or any other jurisdiction outside the United
Kingdom if to do so would constitute a violation of the relevant laws of, or
require registration thereof in, such jurisdiction or to, or for the account or
benefit of, a person located in Canada, Australia or Japan.
(viii) Each Lookers Shareholder who accepts the Offer will be required
in the Form of Acceptance to give certain undertakings, representations and
warranties, including with respect to matters relating to compliance with
applicable laws of any relevant jurisdictions outside the United Kingdom.
Appendix II
Additional Information
1. General
Unless otherwise stated, financial information relating to Pendragon has been
extracted from the preliminary results of the Pendragon Group for the financial
year ended 31 December 2005.
Unless otherwise stated, financial information relating to Lookers has been
extracted from the audited consolidated financial statements of the Lookers
Group for the financial year ended 31 December 2004 and the unaudited interim
results for the six months ended 30 June 2005.
2. Share prices
The closing middle market prices of Pendragon Shares and Lookers Shares have
been derived from the Daily Official List.
3. Value of the Offer
References to the value of the Offer for the whole of the issued share capital
of Lookers are based on 35,727,093 Lookers Shares in issue as at 8 March 2006
and an Offer value of 725 pence for each Lookers Share. The Offer value of 725
pence for each Lookers Share is based on a share price of 630 pence per
Pendragon Share (the Closing Price on 8 March 2006, being the business day prior
to this announcement) and 1.15 Pendragon Shares to be issued for each Lookers
Share.
4. Issue of New Pendragon Shares
The reference to the issue of New Pendragon Shares, and the percentage which
these New Pendragon Shares would represent in terms of the issued ordinary share
capital of Pendragon as enlarged by the Acquisition (assuming full acceptance of
the Offer and exercise of all existing options under the Lookers Share Option
Schemes) is based on 35,727,093 Lookers Shares in issue as at 8 March 2006,
139,645 outstanding options under the Lookers Share Option Schemes as at 31
December 2004 and 131,201,720 Pendragon Shares in issue as at 8 March 2006.
Appendix III
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
'Acquisition' the proposed acquisition by Pendragon of Lookers
under the terms of the Offer
'Act' the Companies Act 1985 (as amended)
'Admission' admission of the New Pendragon Shares to the Official
List in accordance with the Listing Rules and to
trading on the London Stock Exchange's market for
listed securities in accordance with the Admission
and Disclosure Standards
'Admission and the requirements contained in the publication
Disclosure 'Admission and Disclosure Standards' dated July, 2005
Standards' (as amended from time to time) containing, among
other things, the admission requirements to be
observed by companies seeking admission to trading on
the London Stock Exchange's market for listed
securities
'Announcement' this announcement
'Australia' The Commonwealth of Australia, its states,
territories and possessions
'Block Exemption' the European Commission Block Exemption rules
(Commission Regulation (EC) No. 1400/2002)
'Canada' Canada, its provinces and territories and all areas
subject to its jurisdiction and any political
sub-divisions thereof
'CD Bramall' CD Bramall plc
'Citigroup' Citigroup Global Markets Limited
'City Code' or the City Code on Takeovers and Mergers
'Code'
'Closing Date' the final date upon which the Offer can become
unconditional as to acceptances, being 21 days after
the posting of the Offer Document, or such later date
as the Panel may agree
'Closing Price' the middle-market quotation of a share at the close
of business on a particular trading day, as derived
from the Daily Official List
'Daily Official the Daily Official List of the London Stock Exchange
List'
'Disclosure Rules' the disclosure rules and regulations made by the UK
Listing Authority
'Enlarged Pendragon the Pendragon Group as enlarged by the Acquisition
Group'
'Exchange Ratio' 1.15 New Pendragon Shares for each Lookers Share
'Extraordinary the extraordinary general meeting of Pendragon to
General Meeting' approve, inter alia, the proposed acquisition by
Pendragon of the entire issued and to be issued share
capital of Lookers under the terms of the Offer
'Form of Acceptance' the form of acceptance and authority relating to the
Offer which will accompany the Offer Document
'FSA' the Financial Services Authority
'FSMA' the Financial Services and Markets Act 2000, as
amended
'IFRS' International Financial Reporting Standards adopted
for use in the European Union
'Information means the document equivalent to a prospectus to be
Memorandum' issued to Lookers Shareholders in connection with the
proposed issue of New Pendragon Shares and the
application for Admission of such shares pursuant to
the Offer
'Japan' Japan, its cities and prefectures, territories and
possessions
'Listing Rules' the Listing Rules made by the UK Listing Authority
under section 73A of FSMA
'London Stock London Stock Exchange plc
Exchange'
'Lookers' Lookers plc
'Lookers Group' Lookers and its subsidiary undertakings
'Lookers Option holders of Lookers Options
Holders'
'Lookers Options' options granted under the Lookers Share Option
Schemes
'Lookers Share the Lookers Executive Share Option Scheme, the
Option Schemes' Lookers Company Share Scheme and the Lookers Key
Executive Incentive Performance Plan
'Lookers holders of Lookers Shares
Shareholders'
'Lookers Shares' the existing unconditionally allotted or issued and
fully paid ordinary shares of 25 pence each in the
capital of Lookers and any further ordinary shares
which are unconditionally allotted or issued on or
prior to the date on which the Offer closes (or such
earlier date or dates as Pendragon may, subject to
the Code or with the consent of the Panel, decide)
'New Pendragon Pendragon Shares proposed to be issued fully paid to
Shares' Lookers Shareholders pursuant to the Offer
'Offer' the offer to be made by Citigroup on behalf of
Pendragon to acquire all of the issued and to be
issued Lookers Shares on the terms and subject to the
conditions set out in the Offer Document, the
Information Memorandum and the Form of Acceptance and
including, where the context so permits, any
subsequent revision, variation, extension or renewal
of such offer
'Offer Document' the offer document to be issued to Lookers
Shareholders detailing the terms and conditions of
the Offer
'Offer Period' the period commencing on (and including) 27 January
2006 and ending at 3.00 p.m. on the Closing Date
'Official List' the list maintained by the UK Listing Authority
'Panel' the Panel on Takeovers and Mergers
'Pendragon' or Pendragon PLC
'Company' or
'Offeror'
'Pendragon the directors of Pendragon
Directors' or
'Pendragon Board'
'Pendragon Final the proposed final dividend of 6.6 pence per
Dividend' Pendragon Share to be paid on 2 May 2006 to Pendragon
Shareholders on the register of members of Pendragon
at the close of business on 31 March 2006
'Pendragon Group' Pendragon and its subsidiary undertakings
'Pendragon holders of Pendragon Shares
Shareholders'
'Pendragon Shares' the ordinary shares of 25 pence each in the capital
of Pendragon
'Permitted Lookers such amount of the final dividend (if any) to be paid
Final Dividend' to Lookers Shareholders in respect of the year ended
31 December 2005 as does not exceed 10 pence (net)
per Lookers Share
'Reg Vardy' Reg Vardy plc
'UK GAAP' generally accepted accounting principles applied in
the United Kingdom
'UK Listing the Financial Services Authority acting in its
Authority' capacity as the competent authority for the purposes
of Part VI of the Financial Services and Markets Act
2000
'UK' or the United Kingdom of Great Britain and Northern
Ireland
'United Kingdom'
'US' or 'United the United States of America, including the states of
States' the United States and the District of Columbia, its
territories and possessions and all areas subject to
its jurisdiction
The terms 'subsidiary' and 'subsidiary undertaking' as used in these definitions
shall have the meanings given by the Act.
This information is provided by RNS
The company news service from the London Stock Exchange
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