TIDMPDG
RNS Number : 1092N
Pendragon PLC
20 September 2023
Pendragon PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE.
For immediate release
20 September 2023
Pendragon PLC ("Pendragon" or the "Company")
Rejection of a highly conditional proposal from Hedin and
Penske
The Board of Directors of Pendragon (the "Board") confirms that
it unanimously rejected an unsolicited and preliminary proposal
received today from Hedin Mobility Group AB (publ) ("Hedin") and
PAG International Ltd. ("Penske") to jointly acquire the entire
issued and to be issued share capital of Pendragon for 28 pence per
share, in cash (the "Proposal"). The Proposal is subject to a
number of conditions, including the completion of due diligence and
external debt financing.
The Board carefully considered the Proposal, including taking
advice from its advisers, and concluded that it fundamentally
undervalues the Company and is therefore not in the best interests
of shareholders or other stakeholders.
The Board is excited about the future prospects for Pendragon as
a result of the transaction announced with Lithia Motors, Inc on 18
September 2023, which, if completed, will deliver a substantial
cash dividend and create a pure play Software as a Service business
with an accelerated growth plan and a strategic partnership to
enter North America.
There can be no certainty that any firm offer will be made.
Shareholders are advised to take no action at this time.
As required by Rule 2.6(a) of the Code, Hedin and Penske will be
required, by not later than 5.00 p.m. on 18 October 2023, either to
announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code or to announce that it does
not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline may be extended with the consent of the Takeover Panel in
accordance with Rule 2.6(c) of the Code.
This announcement is made without the consent of Hedin and
Penske.
Enquiries:
Jefferies (Financial Adviser & Joint Corporate
Broker) +44 20 7029 8000
Philip Noblet
James Thomlinson
Thomas Bective
Jordan Cameron
Headland Consultancy (PR & Communications) +44 20 3805 4822
Henry Wallers
Jack Gault
Notice related to financial adviser
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting for Pendragon and no one else in
connection with the matters set out in this Announcement. In
connection with such matters, Jefferies will not regard any other
person as their client, and will not be responsible to any persons
other than Pendragon for providing the protections afforded to
clients of Jefferies or for providing advice in relation to the
contents of this announcement or any other matter referred to
herein. Neither Jefferies nor any of its subsidiaries, affiliates
or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Jefferies in connection with this announcement, in
any statement contained herein or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.Pendragonplc.com, by no later than 12 noon (London time) on 21
September 2023. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, as at the close of
business on 19 September 2023 (being the business day prior to the
date of this announcement), Pendragon confirms that it had in issue
1,396,944,405 ordinary shares of 5 pence each with voting rights
and admitted to trading on the main market of the London Stock
Exchange under the ISIN code GB00B1JQBT10. Pendragon holds no
ordinary shares in Treasury.
END
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