Offer Document Posted

Pendragon PLC
06 April 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                                               6 April 2006


                                  FINAL OFFER

                                       by

                 CITIGROUP GLOBAL MARKETS LIMITED ('citigroup')

                                  on behalf of

                          Pendragon plc ('Pendragon')

                                      for

                            LOOKERS PLC ('LOOKERS')



Posting of Offer Document

Further to the announcement made on 9 March 2006 of a final offer by Citigroup
on behalf of Pendragon for Lookers (the 'Offer'), Pendragon announces that the
document containing the terms of the Offer (the 'Offer Document') is being
posted to Lookers Shareholders today, together with a Form of Acceptance (the '
Form of Acceptance') and a document containing information regarded by the UK
Financial Services Authority as equivalent to that of a prospectus (the '
Information Memorandum'), which has been prepared in connection with the issue
of new ordinary shares in Pendragon (the 'New Pendragon Shares') to Lookers
Shareholders as consideration under the terms of the Offer.

Acceptances to the Offer should be received as soon as possible following
receipt of the Offer Document and Form of Acceptance and in any event by no
later than 1.00 p.m. (London time) on 27 April 2006.

The Offer Document includes the following letter from Sir Nigel Rudd, the
Chairman of Pendragon:

'Dear Sir or Madam

On 9 March 2006, the Board of Pendragon announced its final Offer for Lookers.
Under the terms of the Offer, Lookers Shareholders will receive 1.15 Pendragon
Shares for each Lookers Share that they hold.

Pendragon announced on 27 January 2006 that it had, prior to that date, made two
formal approaches to the Board of Lookers to discuss with them the terms of a
possible acquisition. Since then, Pendragon and its advisers have made three
further attempts to arrange meetings to try to initiate discussions with the
Board of Lookers and its advisers regarding our proposals to combine the two
companies. These meeting requests were rejected outright. As a result of
management's negative response, and given what we believe are the compelling
benefits of this transaction to both sets of shareholders, Pendragon has decided
to make this Offer directly to Lookers Shareholders.

In this letter, I will highlight some of the important financial and operational
reasons why Lookers Shareholders should accept the Pendragon Offer.

Please note that the Offer is final and the deadline for acceptances is 1.00
p.m. on 27 April 2006. The amount of the Offer will not be increased and the
timetable for the Offer to become unconditional as to acceptances will not be
extended1. Therefore, please ensure that you submit your acceptance well in
advance of the deadline.

1    The Offer will not (except with the consent of the Panel) be kept open
after 1.00 p.m. on 27 April 2006 unless it has become unconditional as to
acceptances.

SIGNIFICANT AND IMMEDIATE PREMIUM

Based on the Closing Price of 630 pence per Pendragon Share on 4 April 2006, the
latest practicable date prior to the publication of this document, the Offer
values each Lookers Share at 724.5 pence, representing 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, the last business day
prior to the announcement by Pendragon of the terms of a possible offer for
Lookers

•         42 per cent. to the Closing Price of 509.0 pence per Lookers Share on
26 January 2006

•         74 per cent. to the Closing Price of 415.5 pence per Lookers Share on
15 November 2005, the day prior to Reg Vardy's announcement that it was in talks
with Pendragon regarding a possible offer

Please note that the Lookers Share prices quoted above are cum the Lookers Final
Dividend of 10.5 pence per share which Lookers Shareholders will be entitled to
receive and retain under the terms of the Offer.

On any of these measures, the Pendragon Offer represents a significant premium
to Lookers' historical share price and Lookers Shareholders have this
opportunity to capture that premium now by accepting this Offer.

THE OFFER PRICE REPRESENTS A HIGHER EXIT MULTIPLE THAN PENDRAGON'S PAST DEALS

Pendragon's Offer represents an extremely attractive multiple of adjusted
earnings and is a higher multiple than our recent acquisition of Reg Vardy. The
Reg Vardy price was established in open competition with Lookers and represented
a full and fair value for Reg Vardy shareholders.
                                                     Offer Price / Last Twelve Months' Earnings

Pendragon / Lookers (as at 4 April 2006)                               19.2x
Pendragon / Reg Vardy                                                  19.1x
Pendragon / CD Bramall                                                 11.3x



I believe this Offer compares very favourably with other recent deals and
represents full and fair value to Lookers Shareholders.

THE OFFER PRICE REPRESENTS A HIGHER EXIT MULTIPLE THAN LOOKERS OFFERED TO PAY
FOR REG VARDY

The exit multiple that Pendragon is offering for your shares is higher than the
multiple that your Board was willing or able to pay in their failed bid for Reg
Vardy. In comparative terms, Reg Vardy was a much lower geared business than
Lookers and therefore, arguably, should command a higher valuation than Lookers.

Pendragon is able to pay this value for Lookers because of its ability to
extract synergies from the integration of Lookers' dealerships into its existing
infrastructure. We believe that the transaction will become enhancing to
earnings (before exceptionals) during the first twelve months of ownership after
taking into account expected synergies. 2

2           This statement should not be interpreted to mean that the earnings
per share of the Enlarged Pendragon Group will necessarily be greater than or
equal to those in prior years.

THIS OFFER CANNOT BE BLOCKED BY A SINGLE SHAREHOLDER WHO MAY HAVE DIFFERENT
INTERESTS

Pendragon's Offer will become unconditional as to acceptances as soon as we
receive acceptances in respect of more than 50 per cent. of Lookers Shares,
rather than the typical level for UK takeovers of 90 per cent. The threshold for
our Offer, which is the minimum permitted under the City Code, gives the
opportunity to every Lookers Shareholder to make this transaction happen. This
means that the Pendragon Offer cannot be blocked by a single shareholder such as
Hamilton Finance, a subsidiary of General Electric Capital Corporation, which
owns 24.4 per cent. of Lookers. General Electric Capital Corporation has also
had other business relationships with Lookers and therefore its interests may be
different to those of Lookers Shareholders generally.

All that is needed to make this Offer successful is for a simple majority of
Lookers Shares to be assented to the Offer. I believe this is a unique
opportunity for you to exercise your right to determine the future of your
company.

NO ONE ELSE IS OFFERING A HIGHER PRICE FOR LOOKERS

In a sector which is undergoing consolidation, no other bidders have emerged
since Pendragon announced it was considering an offer for Lookers over ten weeks
ago.

The fact that no other offers have emerged reinforces our belief that the
Pendragon Offer is a full and fair one.

PENDRAGON HAS OUTPERFORMED LOOKERS IN SHAREHOLDER RETURNS

Lookers Shareholders have endured underperformance when measured against
Pendragon on a total shareholder return basis. Over the last three years,
Pendragon Shareholders have enjoyed total shareholder returns over 50 per cent.
higher than those which Lookers Shareholders have seen. Pendragon's successful
acquisition and integration strategy has had a visible and strongly positive
impact on shareholder returns.
                                  Total Shareholder Returns

Pendragon                                   448%
Lookers                                     291%



Lookers Shareholders should take this opportunity to own shares in Pendragon,
which has delivered superior shareholder returns.

PENDRAGON DIVIDEND GROWTH HAS BEEN OVER TWICE THAT OF LOOKERS

Over the last fifteen years, Pendragon Shareholders have enjoyed actual compound
annual dividend growth of 12.8 per cent., over twice that of Lookers. This is
real growth, not simply promises.
                                    Dividend Growth Rate

Pendragon                                   12.8%
Lookers                                     6.2%



In its preliminary results announcement for the year ended 31 December 2005, the
Lookers Board stated that it is 'intending to initiate a more progressive
dividend policy, increasing the total dividend payable by 15% per annum...'.
This is nearly two and a half times its historical compound annual dividend
growth rate over the last 15 years.

Pendragon's dividend growth is already at a level which Lookers management is
only aspiring to. I believe the statement by Lookers management is a knee jerk
reaction to us making this Offer.

SIZE IS IMPORTANT TO GAIN ECONOMIES OF SCALE

Pendragon is over four times the size of Lookers in terms of revenues. The
importance of scale in the motor retail industry should not be underestimated
and is, I believe, a key reason why Pendragon's growth model has been so
successful. Pendragon's scale has allowed it to follow a business model similar
to other large successful retail organisations.

We have developed a centralised support platform which allows local management
to focus on customer facing activities whilst other activities are performed
more efficiently and effectively offsite. Size provides the ability for
Pendragon to improve profitability by leveraging its existing infrastructure
across a large number of dealerships, in contrast to what we regard as the
outdated, decentralised back office structure chosen by Lookers. Being bigger
also provides benefits when negotiating terms with suppliers.

The efficiencies derived from scale are clear in the margin differential between
the two businesses. Pendragon's margins are over a third higher than those of
Lookers.
Year                Pendragon Adjusted Operating  Profit    Lookers Adjusted Operating Profit Margin
                                   Margin

2005                                3.0%                                      2.2%
2004                                2.8%                                      1.9%
2003                                2.8%                                      1.9%



THE LOOKERS ACQUISITION IS LOW RISK WITH REGARD TO MANUFACTURER RELATIONS

Within the European Union, the rules that govern the franchising relationship
between retailers like us and motor vehicle manufacturers were fundamentally
changed in 2003 in a way which strengthened the retailers' position. Amongst
other things, we now have the unrestricted right to buy franchises if we already
have a franchise of that particular brand. The rules also protect us from
discrimination at the hands of manufacturers, whether in relation to the supply
of new cars or any other aspect of the retailer/manufacturer relationship. This
means that, in addition to the good working relationships we have with our
manufacturer partners, our franchises are safeguarded by the European Union
rules relating to our industry.

In the course of making large acquisitions, it is inevitable for us that, within
the acquired company, there will be a small number of brands where we do not
presently hold a franchise agreement.  We will seek to negotiate with the
manufacturers concerned and are confident that we will achieve a successful
outcome. For example, in the case of Reg Vardy's Renault franchise, we
successfully negotiated to become a member of Renault's network.

THE LOOKERS ACQUISITION IS LOW RISK WITH REGARD TO INTEGRATION

Consistent with Pendragon's previous acquisitions, we have developed a detailed
plan for the integration of Lookers in conjunction with that of Reg Vardy.
Pendragon's dealership support structure has been developed with the specific
objective of allowing the effective and efficient integration of new
dealerships. In addition, Pendragon is organised along franchise lines and
within that structure, where appropriate, there is also a regional structure.

Combining Pendragon with Lookers should be looked upon as a series of small
integrations created by splitting the Lookers business down into manageable
pieces, normally along franchise lines. These smaller parts of Lookers will be
allocated across a group of highly experienced Pendragon operational managers
and accountants. The integration process is coordinated and monitored by senior
management through a real-time electronic integration task list.

Pendragon's integration systems worked extremely well with CD Bramall which at
the time of its acquisition was a business almost the same size as Pendragon -
in terms of relative sizes, the combination of Lookers plus Reg Vardy with
Pendragon is very similar.

PENDRAGON HAS A SUCCESSFUL AND CONSISTENT STRATEGY

Pendragon's stated strategy is to grow its relationships with select
manufacturing partners and to deliver the benefits of increased scale through a
combination of organic growth and further industry consolidation, consistent
with its acquisitions of CD Bramall and Reg Vardy and its offer for Lookers.

The Board of Lookers has a confused strategy. On the one hand it says that it
wishes to participate in the consolidation of the industry, on the other hand it
says that it wants to return value to shareholders. In order to participate in
consolidation, businesses like Lookers need to have the financial resources to
make acquisitions. By promising a return of value to shareholders, they may well
diminish their ability to undertake future acquisitions, either piecemeal or
transformational.

I believe a company has to be able to communicate a clear, consistent strategy
so that shareholders can judge management's performance and ultimately hold them
accountable if, as a consequence of an ill-conceived strategy, the company does
not achieve its true potential.

CURRENT TRADING AND UPDATE ON REG VARDY

We said in our Annual Report and Accounts for the year ended 31 December 2005
that we expected this year's new car market to be down by around five per cent.
This remains our view. Trading in quarter one of the year is particularly
important as it includes March, which is usually the biggest month in terms of
new car registrations.

Trading across the Pendragon Group, in this first quarter, is anticipated to be
in line with our expectations. With regard to the Reg Vardy acquisition, our
expectations have been exceeded in terms of quality of people and the standard
of systems and processes. The integration of the two businesses has commenced
and is proceeding according to plan.

LOOKERS SHAREHOLDERS CAN TAKE PART IN THE BENEFITS OF SECTOR CONSOLIDATION NOW -
WHY WAIT?

The Pendragon Offer gives Lookers Shareholders the opportunity to access the
synergies of consolidation, including the benefits of our recent acquisition of
Reg Vardy. The Enlarged Group will have the financial flexibility to continue to
drive industry consolidation and with the required infrastructure already in
place to absorb new acquisitions efficiently and effectively. The alternative is
to wait patiently for Lookers management to deliver similar value to Lookers
Shareholders - if they can.



LOOKERS SHAREHOLDERS NEED TO DECIDE NOW WHETHER TO REMAIN A LOOKERS SHAREHOLDER,
AND FACE:

•   The risk of being a more leveraged company, unable to participate
meaningfully in industry consolidation following the return of value mentioned
by the Lookers Board

•   More limited economies of scale as the number 5 competitor in the UK
market

•   An uncertain long term corporate strategy

•   A future with a single shareholder, whose interests may not be aligned
with those of shareholders generally, being able to determine whether or not a
typical takeover offer is successful

•   A share price that may return to historical levels if the Pendragon
Offer is not successful. Remember that the average Lookers Share Price during
the year prior to our approach was only 370.7p



OR ENJOY THE BENEFITS OF BEING A PENDRAGON SHAREHOLDER:

•   Significant and immediate premium

•   Higher valuation multiple than Pendragon's other recent deals

•   Investment in Pendragon Shares which have outperformed and been more
liquid than Lookers

•   Benefits of greater economies of scale with the number 1 UK motor
vehicle retailer

•   Opportunity to participate in future industry consolidation led by a
management team experienced in delivering and integrating large acquisitions

I believe that the choice is clear and the case to accept the Pendragon Offer is
compelling. I urge you to accept the Offer as soon as possible, but in any event
by 1.00 p.m. on 27 April 2006.



Yours faithfully

Sir Nigel Rudd

Chairman'

Please see the Appendix to this Announcement for further information on the
sources and bases of certain statements set out in the letter above.

Posting of Shareholder Circular

In addition, Pendragon will today be posting to its shareholders a Class 1
Circular (the 'Circular') setting out the details of the acquisition and
containing a notice convening an extraordinary general meeting of shareholders
(the 'EGM') to approve the acquisition of Lookers and the resolutions necessary
in connection with the issue of the New Pendragon Shares. Pendragon Shareholders
will also receive a copy of the Information Memorandum. The EGM will be held at
Loxley House, 2 Oakwood Court, Little Oak Drive, Annesley, Nottingham NG15 0DR
on 28 April 2006 at 10.00 a.m.

A copy of the Circular and the Information Memorandum will be submitted to the
UK Financial Services Authority for publication through the document viewing
facility which is situated at The Financial Services Authority, 25 North
Colonnade, Canary Wharf, London E14 5HS.

Availability of Documents

Copies of the Circular and Information Memorandum are available for collection
by Pendragon shareholders from the offices of Citigroup Global Markets Limited,
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB during normal
business hours on any weekday (Saturdays and public holidays excepted).

Copies of the Offer Document, Form of Acceptance and Information Memorandum are
available for collection by Lookers shareholders from the offices of Citigroup
Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London
E14 5LB during normal business hours on any weekday (Saturdays and public
holidays excepted).

Current Trading

The Offer Document, Circular and Information Memorandum also contain an update
as to the current trading and prospects of the Pendragon Group, the text of
which is included in the copy of the letter from the Chairman of Pendragon set
out above.

Responsibility

The directors of Pendragon accept responsibility for the information contained
in this announcement, save that the only responsibility accepted by them in
respect of information in this announcement relating to Lookers and its group,
which has been compiled from public sources, is to ensure that such information
has been correctly and fairly reproduced and presented. Subject as aforesaid, to
the best of the knowledge and belief of the directors of Pendragon (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.



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
Rupert Younger                                                Tel: [phone]

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 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.

The contents of this announcement have been approved, solely for the purposes of
section 21 of the Financial Services and Markets Act 2000, by Citigroup Global
Markets Limited of Citigroup Centre, Canada Square, Canary Wharf, London E14
5LB.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.  Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.

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 Prospectus
Rules, Listing Rules and Disclosure Rules of the UK Listing Authority, 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.


                                   APPENDIX I

                               SOURCES AND BASES

(a)      Unless otherwise indicated, the statements in this announcement are the
views and beliefs of the directors of Pendragon.

(b)      Unless otherwise indicated, the information in this announcement is
derived from Lookers' published audited preliminary results for the year ended
31 December 2005, Lookers' published consolidated annual report and accounts for
the years ended 31 December 1999 to 2004 and for the years ended 30 September
1990 to 1998 or from Pendragon's published consolidated annual report and
accounts for the years ended 31 December 1990 to 2005.

(c)      The closing middle market prices of Pendragon Shares and Lookers Shares
have been derived from the Daily Official List.

(d)      Premium

Based on the Closing Price of 630 pence per Pendragon Share on 4 April 2006,
being the latest practicable date prior to the publication of the Offer
Document, and the Offer of 1.15 Pendragon Shares for each Lookers Share, the
Offer values each Lookers Share at 724.5 pence.

The average Closing Price for Lookers Shares of 370.7 pence for the year prior
to Pendragon's approach is the average Closing Price for Lookers Shares for the
period from 27 January 2005 to 26 January 2006, being the last business day
prior to the announcement by Pendragon of the terms of a possible offer for
Lookers.

The Offer represents a premium of 95.4 per cent. to this average price,
calculated using 724.5 pence divided by 370.7 pence and subtracting 1 and
multiplying by 100 per cent. (in order to express solely the increase as a
percentage).

The Closing Price for Lookers Shares on 26 January 2006 was 509.0 pence. The
Offer represents a premium of 42.3 per cent. to this closing price, calculated
using 724.5 pence divided by 509.0 pence and subtracting 1 and multiplying by
100 per cent. (in order to express solely the increase as a percentage).

The Closing Price for Lookers Shares on 15 November 2005 was 415.5 pence. The
Offer represents a premium of 74.4 per cent. to this closing price, calculated
using 724.5 pence divided by 415.5 pence and subtracting 1 and multiplying by
100 per cent. (in order to express solely the increase as a percentage).

(e)      Exit multiples

Pendragon's Offer for Lookers represents an exit price/last twelve months'
earnings multiple of 19.2x, calculated by dividing 724.5 pence, being the
implied price of the Pendragon Offer based on Pendragon's share price of 630
pence on 4 April 2006 and the Offer terms of 1.15 Pendragon Shares for each
Lookers Share, by 37.7 pence, being Lookers' adjusted earnings per share for the
year ended 31 December 2005, extracted from the 'Consolidated Income Statement
(Summarised)' section of Lookers' audited preliminary results for the year ended
31 December 2005. The earnings per share number is stated before exceptional
items, goodwill impairment and amortisation of intangible assets.

Pendragon's offer for Reg Vardy represented an exit price/last twelve months'
earnings multiple of 19.1x, calculated by dividing 900 pence, being the
Pendragon offer price for each Reg Vardy share, by 47.1 pence, being Reg Vardy's
adjusted earnings per share for the last twelve months ended 31 October 2005.
Reg Vardy's adjusted earnings per share for the last twelve months ended 31
October 2005 is calculated by adding the adjusted earnings per share for the six
months ended 31 October 2005 of 26.7 pence to the adjusted earnings per share
for the year ended 30 April 2005 of 46.0 pence and subtracting the adjusted
earnings per share for the six months ended 31 October 2004 of 25.6 pence. These
earnings per share numbers are extracted from note 5 of Reg Vardy's Interim
Results for the six months ended 31 October 2005. The earnings per share numbers
are stated before exceptional items and amortisation of intangible assets
arising on acquisition.

Pendragon's offer for CD Bramall represented an exit price/last twelve months'
earnings multiple of 13.3x, calculated by dividing 600 pence, being the
Pendragon offer price for each CD Bramall share, by 53.0 pence, being CD
Bramall's adjusted earnings per share for the last twelve months ended 30 June
2003. CD Bramall's adjusted earnings per share for the last twelve months ended
30 June 2003 is calculated by adding the earnings per share for the six months
ended 30 June 2003 of 31.27 pence to the earnings per share for the year ended
31 December 2002 of 45.29 pence and subtracting the earnings per share for the
six months ended 30 June 2002 of 24.71 pence. To this is added CD Bramall's
amortisation per share for the last twelve months ended 30 June 2003, calculated
by adding the amortisation per share for the six months ended 30 June 2003 of
0.7 pence (being amortisation for the six months ended 30 June 2003 of £269,000,
assumed to equal half that of the twelve months to 31 December 2003, divided by
the weighted average number of ordinary shares in issue of 38,204,809) to the
amortisation per share for the year ended 31 December 2002 of 0.9 pence (being
amortisation for the twelve months ended 31 December 2002 of £328,000 divided by
the weighted average number of ordinary shares in issue of 37,820,920) and
subtracting the amortisation per share for the six months ended 30 June 2002 of
0.4 pence (being amortisation for the six months ended 30 June 2002 of £164,000,
assumed to equal half that of the twelve months to 31 December 2002, divided by
the weighted average number of ordinary shares in issue of 37,705,005). Earnings
per share numbers are extracted from page 38 of Pendragon's offer document in
relation to its acquisition of CD Bramall, amortisation numbers are extracted
from page 15 of CD Bramall's 2003 Report and Accounts. The weighted average
number of ordinary shares for the six months ended 30 June 2003 and the six
months ended 30 June 2002 are extracted from page 41 of Pendragon's offer
document in relation to its acquisition of CD Bramall, and the weighted average
number of ordinary shares for the twelve months ended 31 December 2002 is
extracted from page 19 of the same document. The earnings per share numbers are
stated before amortisation.

Lookers' offer for Reg Vardy represented an exit price/last twelve months'
earnings multiple of 18.6x, calculated by dividing 875 pence, being the Lookers
offer price per Reg Vardy share, by 47.1 pence, being Reg Vardy's adjusted
earnings per share for the last twelve months ended 31 October 2005 as detailed
above.

(f)       Gearing

Reg Vardy's total debt to net assets ratio was 30.8 per cent. at 31 October
2005, being Reg Vardy's last published reporting period end prior to Pendragon's
acquisition of the company. This is calculated using total debt at 31 October
2005 of £63.3m, being the sum of £7.1m and £56.1m, which were Reg Vardy's short
term and long term debt positions respectively, divided by £205.1m, which was
Reg Vardy's net assets position. All three numbers are extracted from the '
Consolidated Balance Sheet' section of Reg Vardy's interim results for the six
months ended 31 October 2005.

Reg Vardy's net debt to net assets ratio was 10.5 per cent. at 31 October 2005,
being Reg Vardy's last published reporting period end. This is calculated using
net debt at 31 October 2005 of £21.5m, being the sum of £7.1m and £56.1m, which
were Reg Vardy's short term and long term debt positions respectively,
subtracting £41.8m, which was Reg Vardy's cash and cash equivalents position,
divided by £205.1m, which was Reg Vardy's net assets position. All four numbers
are extracted from the 'Consolidated Balance Sheet' section of Reg Vardy's
interim results for the six months ended 31 October 2005.

Lookers' total debt to net assets ratio was 82.0 per cent. at 31 December 2005.
This is calculated using total debt at 31 December 2005 of £74.0m, being the sum
of £21.3m and £52.7m, which were Lookers' short term and long term debt
positions respectively, divided by £90.2m, which was Lookers' net assets
position. All three numbers are extracted from the 'Consolidated Balance Sheet
(Summarised)' section of Lookers' audited preliminary results for the year ended
31 December 2005.

Lookers' net debt to net assets ratio was 79.4 per cent. at 31 December 2005.
This is calculated using net debt at 31 December 2005 of £71.6m, being the sum
of £21.3m and £52.7m, which were Reg Vardy's short term and long term debt
positions respectively, subtracting £2.4m, which was Lookers' cash and cash
equivalents position, divided by £90.2m, which was Lookers' net assets position.
All four numbers are extracted from the 'Consolidated Balance Sheet (Summarised)
' section of Lookers' audited preliminary results for the year ended 31 December
2005.

(g)      Hamilton Finance

The statement that Hamilton Finance owns 24.4 per cent. of Lookers is extracted
from the web page entitled 'Major Shareholders' on the Lookers web site.

(h)      Total shareholder return

The three year total shareholder return percentages for Pendragon and Lookers
are calculated using the Datastream return index ('RI') for Pendragon and
Lookers over the period from 27 January 2003 to 26 January 2006, being the last
business day prior to the announcement by Pendragon of the terms of a possible
offer for Lookers. Total shareholder return is the theoretical growth in value
of a shareholding over a specified period, assuming that dividends are
re-invested to purchase additional units of an equity at the closing price
applicable on the ex-dividend date. Pendragon's total shareholder return of 448
per cent. is calculated as 3,901 pence, being Pendragon's RI on 26 January 2006,
divided by 712 pence, being Pendragon's RI on 27 January 2003, subtracting 1 and
multiplying by 100 per cent. (in order to express solely the increase as a
percentage). Lookers' total shareholder return of 291 per cent. is calculated as
59,085 pence, being Lookers' RI on 26 January 2006, divided by 15,099 pence,
being Lookers' RI on 27 January 2003, and subtracting 1 and multiplying by 100
per cent. (in order to express solely the increase as a percentage).  This
demonstrates that Lookers Shareholders have experienced underperformance when
measured against Pendragon on a total shareholder return basis over this period.

The statement that over three years, Pendragon Shareholders have enjoyed total
shareholder returns over 50 per cent. higher than those which Lookers
Shareholders have seen is calculated by taking Pendragon's total shareholder
return over the period of 448 per cent., dividing by Lookers' total shareholder
return over the period of 291 per cent. and subtracting 1 and multiplying by 100
per cent. (in order to express solely the increase as a percentage), to give 54
per cent.

Pendragon's RI increased 336p (20.9 per cent.) from 1,603 pence on 22 January
2004, being the day before the announcement of its offer to acquire CD Bramall,
to 1,939 pence on 23 January 2004. It increased 364p (10.6 per cent.) from 3,418
pence on 15 November 2005, being the day before Reg Vardy's announcement
confirming that it had received an approach from Pendragon, to 3,782 pence on 16
November 2005. The increase on 23 January 2004 of 20.9 per cent. is the largest
single day increase in percentage terms in the three years from 27 January 2003
to 26 January 2006, and both increases are considerably above the average single
day increase in the three year period of 0.2 per cent.

(i)        Dividend growth rates

Pendragon's 15 year compound annual dividend growth rate of 12.8 per cent. is
calculated using 13.20 pence, being the total dividend per share attributable to
the year ended 31 December 2005, extracted from page 1 of Pendragon's Annual
Report and Accounts 2005, divided by 2.16 pence, being the adjusted total
dividend per share attributable to the year ended 31 December 1990, taking the
fifteenth root (representing the fifteen annual periods) and subtracting 1 and
multiplying by 100 per cent. (in order to express solely the increase as a
percentage). The total dividend per share attributable to the year ended 31
December 1990 of 2.16 pence is calculated using the reported total dividend per
share of 5.40 pence, extracted from page 2 of Pendragon's 1990 Annual Report and
Accounts, divided by 5/2, reflecting the 3 for 2 bonus share issue which
occurred on 15 July 2003, extracted from page 4 of Pendragon's 2003 Annual
Report and Accounts.

Lookers' 15 year compound annual dividend growth rate of 6.2 per cent. is
calculated using 15.25 pence, being the total dividend per share attributable to
the year ended 31 December 2005, extracted from the '2005 Results Highlights'
section of Lookers' 2005 audited preliminary results for the year ended 31
December 2005, divided by 6.20 pence, being the total dividend per share
attributable to the year ended 31 September 1990, extracted from page 2 of
Lookers' 1990 Annual Report and Accounts, taking the fifteenth root
(representing the fifteen annual periods) and subtracting 1 and multiplying by
100 per cent. (in order to express solely the increase as a percentage).

Pendragon's 15 year compound annual dividend growth rate from 1990 to 2005 of
12.8 per cent. is therefore more than twice the compound annual dividend growth
rate over the same years for Lookers, which is 6.2 per cent.

The Lookers Board stated in its audited preliminary results for the year ended
31 December 2005 that it intended to increase the total dividend payable by 15
per cent. per annum. This is 2.43 times its historical compound annual dividend
growth rate over the past 15 years of 6.2 per cent.

(j)        Revenues

Pendragon's 2005 revenues pro forma for the acquisition of Reg Vardy of £5,327m
are calculated (accurate to the nearest whole number) by adding £3,284.5m, being
Pendragon's revenues for the year ended 31 December 2005, extracted from page 36
of Pendragon's 2005 Annual Report and Accounts, and £2,042.7m, being Reg Vardy's
revenues for the last twelve months ended 31 October 2005 (being Reg Vardy's
last published reporting period end). Reg Vardy's revenues for the last twelve
months are calculated by adding £1,896.0m, being Reg Vardy's revenues for the
year ended 30 April 2005, and £1,080.3m, being Reg Vardy's revenues for the six
months ended 31 October 2005, and subtracting £933.7m, being Reg Vardy's
revenues for the six months ended 31 October 2004. These revenue numbers are
extracted from the 'Consolidated Income Statement' section of Reg Vardy's
interim results for the six months ended 31 October 2005.

Lookers' 2005 revenues of £1,232m are extracted (accurate to the nearest whole
number) from the 'Consolidated Income Statement (Summarised)' section of
Lookers' audited preliminary results for the year ended 31 December 2005.

Pendragon's 2005 revenues, pro forma for Reg Vardy, of £5,327m are 4.3 times
Lookers' 2005 revenues.

(k)      Adjusted operating profit margins

Pendragon's adjusted operating profit margin of 3.0 per cent. is calculated
using £98.8m, being Pendragon's adjusted operating profit for the year ended 31
December 2005, divided by £3,284.5m, being Pendragon's revenues for the year
ended 31 December 2005. These numbers are extracted from page 36 of Pendragon's
2005 Annual Report and Accounts. Adjusted operating profit is defined as
operating profit before goodwill impairment, closure and integration costs and
other income.

Lookers' adjusted operating profit margin of 2.2 per cent. is calculated using
£27.1m, being Lookers' operating profit before amortisation and exceptional
items for the year ended 31 December 2005, divided by £1231.6m, being Lookers
revenues for the year ended 31 December 2005. These numbers are extracted from
the 'Consolidated Income Statement (Summarised)' section of Lookers' audited
preliminary results for the year ended 31 December 2005. Adjusted operating
profit is defined as operating profit before exceptional items, goodwill
impairment and amortisation of intangible assets.

Pendragon's adjusted operating profit margin in 2004 of 2.8 per cent. is
calculated using £87.7m, being Pendragon's operating profit for the year ended
31 December 2004 before goodwill impairment, closure and integration costs and
other income, divided by £3,168.2m, being Pendragon's revenues for the year
ended 31 December 2004. Both numbers are extracted from page 36 of Pendragon's
2005 Annual Report and Accounts.

Lookers' adjusted operating profit margin in 2004 of 1.9 per cent. is calculated
using £20.7m, being Lookers' operating profit for the year ended 31 December
2004 before exceptional items, goodwill impairment and amortisation of
intangible assets, divided by £1,093.8m, being Lookers revenues for the year
ended 31 December 2004. Both numbers are referred to in the 'Consolidated Income
Statement (Summarised)' section of Lookers' audited preliminary results for the
year ended 31 December 2005.

Pendragon's adjusted operating profit margin in 2003 of 2.8 per cent. is
calculated using £50.8m, being Pendragon's operating profit for the year ended
31 December 2003 before goodwill amortisation and exceptionals, divided by
£1,841.6m, being Pendragon's revenues for the year ended 31 December 2003. Both
numbers are extracted from page 32 of Pendragon's 2003 Annual Report and
Accounts.

Lookers' adjusted operating profit margin in 2003 of 1.9 per cent. is calculated
using £17.9m, being Lookers' operating profit for the year ended 31 December
2003 before goodwill amortisation and exceptional items, divided by £961.4m,
being Lookers revenues for the year ended 31 December 2003. Both numbers are
extracted from page 27 of Lookers' 2003 Annual Report and Accounts.

Pendragon's margins are over a third higher than those of Lookers. This is
supported by the fact that Pendragon's adjusted operating profit margin in 2005
is 36.7 per cent. higher than Lookers', 36.7 per cent. being 3.0 per cent.
divided by 2.2 per cent. and subtracting 1 and multiplying by 100 per cent. (in
order to express solely the increase as a percentage); it is 46.2 per cent.
higher than Lookers' in 2004, being 2.8 per cent. divided by 1.9 per cent. and
subtracting 1 and multiplying by 100 per cent. (in order to express solely the
increase as a percentage); and it is 47.8 per cent. higher than Lookers' in
2003, being 2.8 per cent. divided by 1.9 per cent. and subtracting 1 and
multiplying by 100 per cent. (all numbers accurate to 1 decimal place).

(l)        Acquisition strategy

In its announcement that it has completed the acquisition of six dealerships
from H.R. Owen on 28 February 2006, Ken Surgenor, the Chief Executive of
Lookers, was quoted as saying 'we are delighted to have acquired these high
quality dealerships and we remain focussed on growing Lookers organically and by
acquisition.'

(m)    Return of value

In the 'Dividend and Future Dividend Policy' section of Lookers' audited
preliminary results for the year ended 31 December 2005, the Lookers Board
stated that it intends to 'initiate a more progressive dividend policy,
increasing the total dividend payable by 15 per cent. per annum subject to
maintaining an appropriate dividend cover' with 'a larger proportion of the
dividend will be paid at the interim stage in successive years'. The Lookers
Board believes this 'reinforces the Board's commitment to creating further value
and returning capital to shareholders' and states that it will send to Lookers
Shareholders further proposals regarding how it intends to 'create and return
value'.

(n)      Market position

Lookers' UK market position of number 5 is derived from page iv of Sewells
Information & Research publication titled 'Who Owns Who' dated January 2006.
This page lists Reg Vardy as the number 3 ranked company. Given that Reg Vardy
has been acquired by Pendragon, Lookers' stated rank of number 6 is now number
5.

(o)      Liquidity

Lookers Shares have had relatively low liquidity compared to Pendragon in the
last twelve months to 15 November 2005, being the last business day prior to the
announcement by Reg Vardy that it had received an approach from Pendragon. The
average liquidity for Lookers over the period from 16 November 2004 to 15
November 2005 is 0.2% compared to 0.5% for Pendragon over the same period.
Liquidity for a listed equity on a specific date is calculated using the volume
of shares traded on that day, as sourced from Datastream, divided by the total
number of shares outstanding on that day, as sourced from Datastream, and
multiplying by 100 per cent.


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