15 April 2024

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION

Disposal of UK Retail operations

Inchcape plc to sell its UK Retail operations to Group 1 for cash consideration of approximately £346m

Transaction highlights

·     Inchcape plc ("Inchcape" or "the Group") agrees the sale of its UK Retail operations to Group 1 Automotive UK Limited for cash consideration of approximately £346m;

·     Transaction consistent with Inchcape's strategic focus on higher margin, capital-light, cash generative, diversified, scalable and global Distribution business. Following the disposal, Inchcape will substantially be a Distribution-focussed business;

·     Following completion of transaction, expected during Q3 2024, it is intended that £100m of the proceeds will be returned to Inchcape shareholders by means of a share buyback programme, which is expected to be completed within 12 months.

Inchcape, the leading global automotive distributor, today announces that, following a review of strategic options announced in January 2024, it has agreed to sell its UK Retail operations to Group 1 Automotive UK Limited, a wholly-owned subsidiary of Group 1 Automotive, Inc. (NYSE: GPI), ("Group 1"), for a cash consideration of approximately £346m.

Information on Inchcape's UK Retail operations and Group 1

In FY2023, Inchcape's UK Retail operations generated revenue of £2,065m, 18% of Group revenue, and adjusted operating profit of £49m[1], 7% of Group operating profit. Inchcape's UK Retail operations employ around 3,600 people in over 80 sites in the UK, with 12 OEM partners. The gross assets of Inchcape's UK Retail operations as at 31 December 2023 were £752m (including £183m of freehold property and £336m of inventory) and after deducting liabilities, the transaction is expected to result in a gain on disposal.

Group 1 has operated in the UK since 2007 and has a growing presence in the UK, representing 15 OEM brands, with the majority of its 55 dealerships in the UK based in the South East and East of England, where it employs around 3,300 people. Group 1 represents 35 OEM brands, across 202 dealerships, employing approximately 16,000 people. Group 1 generated revenue of $18 billion in FY 2023, of which its UK business contributed $3 billion.

Planned use of proceeds and transaction process

Following completion of the transaction, it is intended that £100m of the proceeds will be returned to shareholders by means of a share buyback programme, which is expected to be completed within 12 months. The remaining proceeds will be used to invest in future growth, through organic investment and value-accretive acquisitions.

The transaction is conditional only upon regulatory approval from the Financial Conduct Authority in relation to the change of control of the UK Retail operations' regulated entity and is expected to complete during Q3 2024.

The transaction constitutes a Class 2 transaction for the purposes of the UK Financial Conduct Authority's Listing Rules and, as such, does not require Inchcape shareholders' approval.

Inchcape's UK Retail operations will be accounted for as an asset held-for-sale and a discontinued operation following completion.

Strategic rationale of transaction for Inchcape

The disposal of the Group's UK Retail operations will complete Inchcape's transformation into a substantially distribution-focussed business. This is in fulfilment of Inchcape's strategic decision to focus on its higher margin, capital-light, high returns, cash generative global Distribution business. The distribution value chain includes such elements as product planning, logistics, channel management and aftersales, while retail is specifically focused on car dealerships.  The Group's Distribution business will continue to retain elements of automotive retail within its infrastructure in certain markets, as appropriate, where it drives economic and commercial value for Inchcape and its OEM partners.

As part of the Group's strategic approach, since 2016, Inchcape has divested approximately £2.4 billion of Retail revenue. Following completion of this transaction, the Group's Distribution activities will account for over 99% of its global revenue and operating profit.

As the automotive landscape evolves and the challenges facing the Group's OEM partners become more complex, OEMs are seeking technology-enabled distribution solutions to develop their brands. Inchcape's differentiated distribution platform encompasses advanced digital and data capabilities, global presence, local insights and customer-centric innovation to unlock opportunities for OEM partners in complex markets. For Inchcape, this enhanced focus on distribution represents a compelling multi-year growth and value creation opportunity.

Duncan Tait, Group Chief Executive of Inchcape, said: "As we continue to deliver on our strategic ambition of becoming the leading global distribution partner to our OEM partners worldwide, this transaction represents a significant step along that journey. Our UK Retail business is a high-quality business, with an experienced and high-performing management team, and has been an important part of the Group's growth. With our active international expansion into higher value distribution activities, the strategic importance of the UK retail operations has become limited. The Board has therefore concluded it is the right time for a new owner to take this business forward.

"This transaction aligns with our strategic priorities, simplifies our business and represents a compelling opportunity to deliver meaningful returns to our shareholders. We believe it will enhance the Group's overall value proposition and enables us to drive growth and long-term value creation for all stakeholders as we further develop our differentiated distribution platform.

"In Group 1, our UK Retail operations will have a new owner with a strong track record of industry growth, existing presence and retail experience in the UK market and a strong balance sheet. I am grateful to our UK colleagues for building such a high-quality automotive retail network and I'm confident that the business will continue to excel under Group 1's ownership."

Daryl Kenningham, President and Chief Executive Officer of Group 1 Automotive, said: ''We are delighted to have reached an agreement to acquire Inchcape's UK Retail operations, which we have long admired given the company's reputation for exceptional customer service, attractive portfolio of OEM brand partners and high-quality management team. With our considerable automotive retail experience in the United States and the UK, we look forward to building on Inchcape's strong industry relationships and leveraging our expertise to support our combined operations in their next phase of growth."

A copy of this announcement will be available at www.inchcape.com. Inchcape will publish a trading update for Q1 2024 on Thursday 25^th April 2024, at 07:00 (UK time). 

Contacts

N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as the sole financial adviser to Inchcape Management (Services) Limited in connection with the Transaction. Herbert Smith Freehills is acting as legal adviser to Inchcape on the Transaction.

About Inchcape

Inchcape is the leading global automotive distributor, with operations across six continents.

By combining our in-market expertise with our unique technology and advanced data analytics, we create innovative customer experiences that deliver outstanding performance for our partners - building stronger automotive brands and creating sustainable growth.

Our distribution platform connects the products of mobility companies with customers, and our responsibilities span product planning and pricing, import and logistics, brand and marketing to operating digital sales, managing physical sales and aftermarket service channels.

Delivering for our partners, our customers and our people - so they can realise their ambitions in the new world of mobility.

The Group is headquartered in London and employs around 22,000 people globally.

www.inchcape.com

About Group 1 Automotive, Inc.

Group 1 owns and operates 202 automotive dealerships, 265 franchises, and 43 collision centers in the United States and the United Kingdom that offer 35 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.

Group 1 discloses additional information about the Company, its business, and its results of operations at www.group1corp.com, www.group1auto.com, www.group1collision.com, www.acceleride.com, www.facebook.com/group1auto, and www.twitter.com/group1auto.

Important notices

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of the United Kingdom's domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and is issued on behalf of the Company by Tamsin Waterhouse, Group Company Secretary. This Announcement is issued at 0700 BST on 15 April 2024. This Announcement is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction. 

Rothschild & Co is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for Inchcape Management (Services) Limited and no one else in connection with the contents of this Announcement and any other matters referred to in this Announcement and will not regard any other person(s) (whether or not a recipient(s) of this Announcement) as a client(s) of Rothschild & Co in relation to any other matter(s) referred to in this Announcement and will not be responsible to anyone other than Inchcape Management (Services) Limited for providing the protections afforded to clients of Rothschild & Co, or for providing financial advice, in relation to the contents of this Announcement or any other matter(s) or arrangement(s) referred to in this Announcement.

Rothschild & Co does not accept any responsibility whatsoever for the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by Rothschild & Co, or on Rothschild & Co's behalf, in connection with the Company, Inchcape and/or any other transaction(s) or arrangement(s) referred to in this Announcement. Rothschild & Co accordingly disclaims, to the fullest extent permitted by applicable law, all and any duty, liability or responsibility whatsoever whether arising in tort, contract or otherwise, which Rothschild & Co might otherwise have in respect of this Announcement or any such statement. No representation or warranty, express or implied, is made by Rothschild & Co and/or any of Rothschild & Co's respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this Announcement, and nothing in this Announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future, provided that nothing in this paragraph shall seek to exclude or limit any responsibilities or liabilities which may arise under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.

Cautionary statement regarding forward-looking statements

This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they are based on numerous assumptions regarding Inchcape's present and future business strategies, relate to future events and depend on circumstances which are or may be beyond the control of Inchcape and/or Group 1 and which could cause actual results of trends to differ materially from those made in or suggested by the forward-looking statements in this Announcement, including, but not limited to, domestic and global economic business conditions; market-related risks such as fluctuations in interest rates; the policies and actions of governmental and regulatory authorities; the effect of competition, inflation and deflation; the impact of legislative, fiscal, tax and regulatory developments in the jurisdictions in which Inchcape and Group 1 and their respective affiliates operate; the effect of volatility in the equity, capital and credit markets on profitability and ability to access capital and credit; a decline in credit ratings of Inchcape and/or Group 1; the effect of operational and integration risks; an unexpected decline in revenues for Inchcape or Group 1; inability to realise anticipated synergies; any limitations of internal financial reporting controls; and the loss of key personnel. Any forward-looking statements made in this Announcement by or on behalf of Inchcape speak only as of the date they are made. Save as required by the UK MAR, the Disclosure Guidance and Transparency Rules, the Listing Rules or by law, the Company undertakes no obligation to update these forward-looking statements and will not publicly release any revisions it may make to these forward-looking statements that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.