Offer Lapsed

Pendragon PLC
27 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                                             27 April 2006



                                  FINAL OFFER

                                       by

                        CITIGROUP GLOBAL MARKETS LIMITED

                                  on behalf of

                          Pendragon plc ('Pendragon')

                                      for

                            LOOKERS PLC ('LOOKERS')





                                  OFFER LAPSES



Pendragon announces that its Offer for Lookers has lapsed.

As at 1 p.m. today, Thursday, 27 April 2006, being the final closing date of the
Offer, Pendragon had received valid acceptances in respect of a total of
7,417,158 Lookers Shares, representing approximately 21 per cent. of Lookers'
issued share capital, including acceptances in respect of 4,486,459 Lookers
Shares which were the subject of irrevocable undertakings. In addition,
Pendragon holds two Lookers Shares.

Accordingly, as at 1 p.m. today, Pendragon was either interested in or had
received valid acceptances in respect of a total of 7,417,160 Lookers Shares,
representing approximately 21 per cent. of Lookers' issued share capital. As a
result, the Offer has now lapsed and Lookers Shareholders have ceased to be
bound by any acceptance.

Sir Nigel Rudd, Chairman of Pendragon, said:

'We are naturally disappointed at this outcome as we remain of the view that the
Offer was compelling and represented a full and fair price for Lookers Shares.

Pendragon has many other opportunities to build on its existing position as the
number 1 motor retail group in the UK and we look forward to continuing our
strong growth record and creating value for shareholders through our industry
leading business model and strategy.'

Terms defined in the Offer Document have the same meanings in this announcement.



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 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.

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.

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.


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