Intention to Cancel Listing

Pendragon PLC
16 February 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                                           16 February 2006



MANDATORY UNCONDITIONAL RECOMMENDED INCREASED CASH OFFER (THE 'MANDATORY OFFER')

                                       by

                        CITIGROUP GLOBAL MARKETS LIMITED

                                  on behalf of

                          PENDRAGON PLC ('PENDRAGON')

                                      for

                          REG VARDY PLC ('REG VARDY')


                        Proposed cancellation of Listing


On 15 February, Pendragon announced that it had acquired, agreed to acquire or
received acceptances in respect of, in aggregate, 41,042,048 Reg Vardy Shares,
representing approximately 73.0 per cent. of the total issued share capital of
Reg Vardy.

Following the receipt of a further 2,609,689 acceptances and the agreement to
acquire a further 3,248,214 Reg Vardy Shares, Pendragon today announces that it
has acquired, agreed to acquire or received acceptances in respect of, in
aggregate, 46,899,951 Reg Vardy Shares, representing approximately 83.4 per
cent. of the total issued share capital of Reg Vardy.

Pendragon stated in its Offer Documents that, following the Mandatory Offer
becoming or being declared unconditional in all respects and sufficient
acceptances being received, it was the intention of Pendragon to procure that
Reg Vardy applies for cancellation of the listing of the Reg Vardy Shares on the
Official List and trading on the London Stock Exchange.  As Pendragon has now
acquired, agreed to acquire or received acceptances in respect of over 75 per
cent. of the voting rights attaching to Reg Vardy Shares, notice is hereby given
in accordance with the requirements of the Listing Rules that the twenty
business days' notice period for such cancellation has now commenced.
Accordingly, it is expected that such de-listing and cancellation will take
effect no sooner than 16 March 2006.  De-listing is likely to reduce
significantly the liquidity and marketability of any Reg Vardy Shares in respect
of which the Mandatory Offer has not been accepted.


ENQUIRIES


Pendragon PLC                            Tel: [phone]

Trevor Finn, Chief Executive
David Forsyth, Finance Director


Citigroup Global Markets Limited         Tel: [phone]

Philip Robert-Tissot
Sam Small
Chris Zeal (Corporate Broking)


Finsbury Group                           Tel: [phone]

Rupert Younger
Gordon Simpson


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 Mandatory 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 Mandatory Offer.

This announcement does not constitute an offer or invitation to purchase any
securities.

The Mandatory 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 Mandatory 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.




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