Impero Jersey Corp Ltd entered into a letter of intent to acquire Lookers plc (LSE:LOOK) from J O Hambro Capital Management Limited, Artemis Investment Management LLP, Schroder Investment Management Limited, Cinch Holdco Uk Limited, Constellation Automotive Holdings Limited and others on June 19, 2023. Impero Jersey Corp Ltd entered into scheme of arrangement to acquire Lookers plc from J O Hambro Capital Management Limited, Artemis Investment Management LLP, Schroder Investment Management Limited, Cinch Holdco Uk Limited and others for approximately £500 million on June 20, 2023. As per the terms of the transaction, the offer per share is £1.2. As of July 27, 2023, the offer price has been increased to £1.3 cash per share. The cash consideration payable to Lookers shareholders pursuant to the acquisition is fully financed with acquisition financing underwritten by Bank of Montreal, Fédération des caisses Desjardins du Québec and National Bank of Canada under the Interim Facility Agreement. Transaction is subject to the approval's of Lookers shareholders, court, regulatory and other deal conditions. Lookers plc board consider the terms of the Offer to be fair and reasonable, and has recommended the shareholders to vote in favor of the scheme. The offeror has taken the irrevocable undertakings of holders of 160,655,505 Lookers Shares, representing 42.1% stake to vote in favor of the scheme. As of June 28, 2023, J O Hambro stake in Lookers plc has reduced to 4.2%, thus the offeror has now irrevocable undertakings of holders of 139,377,920 Lookers Shares, representing 36.5% stake to vote in favor of the scheme. Pursuant to the Amendment and Restatement Agreement, the Original Interim Lenders have increased their total commitments under the Amended and Restated IFA to provide Bidco with an interim term loan in an aggregate amount equal to $666,165,192 (£587,357,850)The court and general meeting in connection with the acquisition are scheduled to take place on July 27, 2023. As of August 14, 2023, the court and general meeting in connection with the acquisition are scheduled to take place on September 5, 2023. The Offer is expected to become Effective in late Q3 / early Q4, 2023. As of June 30, 2023, J O Hambro has disposed of an additional 250,000 Lookers Shares and the letter of intent from J O Hambro is now given in respect of its remaining holding of 15,936,279 Lookers Shares, representing approximately 4.2 per cent of the issued share capital of Lookers. As of July 4, 2023, J O Hambro Capital has disposed additional 250,000 shares and Schroder Investment has disposed of 7,149,466 Lookers Shares as part of the irrevocable undertakings or letters of intent received by Impero from Lookers Shareholders. As of July 19, 2023, J O Hambro Capital has disposed additional 500,000 shares. As of July 20, 2023, Cinch plan to vote against the transaction. As of July 21, 2023, Constellation, a major shareholder plans to vote against the sale of the business at the general meeting. The Court Meeting and General Meeting in connection with the acquisition are scheduled to take place on July 27, 2023. As of August 1, 2023, J O Hambro Capital Management Limited had disposed of an aggregate of 17,436,279 Lookers Shares, as a result of such disposals, the letter of intent given by J O Hambro is given in respect of 13,250,000 Lookers Shares, representing approximately 3.5%of the issued share capital of Lookers. As of August 2, 2023, Cinch Holdco UK Limited announces that it does not intend to make or proceed with the Increased Offer, and no new, revised, or replacement Scheme or Takeover Offer is announced by Bidco in accordance with Rule 2.7 of the Code within 10 days of such announcement. As of August 7, 2023, Bidco confirmed the Increased Offer's implementation through a Court-sanctioned scheme. J O Hambro's commitment changed from 30.68 million Lookers Shares (8.0%) on June 19, 2023, to 9 million Lookers Shares (2.4%) on August 4, 2023, after selling 1.5 million shares. Total committed Lookers Shares now 97.05 million (25.4%) on August 4, 2023. As of August 8, 2023, J O Hambro sold 0.075 million Lookers Shares. Their commitment now applies to 8.25 million shares (about 2.2% by August 7). Bidco's total secured shares were reduced to 96.3 million (25.2% by August 7). As of August 14, 2023, J O Hambro sold 0.5 million Lookers Shares, the letter of intent given to Bidco by J O Hambro, has ceased to apply in respect of the Sold Shares; and the letter of intent given to Bidco by J O Hambro is now given in respect of its remaining holding of 5,500,000 Lookers Shares, representing approximately 1.4 per cent of the issued share capital of Lookers as at the close of business on August 15, 2023. As of August 17, 2023, J O Hambro sold 1 million Lookers Shares, as a result the letter of intent given to Bidco by J O Hambro is now given in respect of its remaining holding of 3,750,000 Lookers Shares, representing approximately 1.0 per cent of the issued share capital of Lookers as at the close of business on 17 August 2023. As of August 22, 2023, J O Hambro has disposed of its remaining holding of 1,750,000 Lookers Shares, as a result, the letter of intent given to Bidco by J O Hambro, has ceased to apply in respect of the Sold Shares; and the letter of intent given to Bidco by J O Hambro no longer relates to any of the issued Lookers Shares. As of September 5, 2023, the transaction has been approved by Lookers Shareholders and Scheme Shareholders at the Court Meeting. As of September 15, 2023, the transaction has been approved by Financial Conduct Authority (FCA). The transaction is expected to be closed by December 31, 2023. On October 4, 2023, Lookers announced that the High Court of Justice in England and Wales had made an order sanctioning the Scheme undersection 899 of the Companies Act 2006, Lookers and Bidco are pleased to announce that, following the delivery of a copy of the Scheme Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and, pursuant to the Scheme, the entire issued, and to be issued, ordinary share capital of Lookers is now owned by Bidco. On October 5, 2023, members of Lookers will be entitled to receive 130 pence in cash per Lookers Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected as soon as practicable and in any event not later than 14 days after October 6, 2023, the Effective Date, as set out in the announcement made by Lookers and Bidco in relation to the Acquisition on September 15, 2023.

Simon Toms, Pete Coulton, Ryan J Dzierniejko of Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as a legal advisors, Philip Noblet, James Thomlinson, Thomas Bective and Jordan Cameron of Jefferies International Limited and Jeff Watchorn, Gary Mattan, Thomas Rider and Nick Macann of BMO Capital Markets Limited acted as financial advisors to Impero Jersey. Eversheds Sutherland acted as a legal advisor, Stuart Dickson, Stuart Ord, Oliver Steele and Duncan Wilson of Numis Securities Limited and Adrian Trimmings, Michael Nicholson, Andrew Clark and Edward Lowe of Peel Hunt LLP acted as financial advisors to Lookers plc. Numis Securities and Peel Hunt also provided fairness opinion to Lookers plc. Greenhill & Co. International LLP acted as financial advisor to Impero Jersey Corp Ltd.

Impero Jersey Corp Ltd completed the acquisition of Lookers plc (LSE:LOOK) from J O Hambro Capital Management Limited, Artemis Investment Management LLP, Schroder Investment Management Limited, Cinch Holdco Uk Limited, Constellation Automotive Holdings Limited and others on October 6, 2023.