Offer Update

Pendragon PLC 29 December 2005 Not for release, publication or distribution, in whole or part, in, into or from the United States, Canada, Australia or Japan. FOR IMMEDIATE RELEASE 29 December 2005 RECOMMENDED CASH OFFER by CITIGROUP GLOBAL MARKETS LIMITED ('CITIGROUP') on behalf of PENDRAGON PLC ('PENDRAGON') for REG VARDY PLC ('REG VARDY') Level of Acceptances and Extension of Offer 1. Level of acceptances Pendragon announces that as at 3.00 p.m. (London time) on 28 December 2005, the first closing date of the Offer, valid acceptances had been received in respect of a total 15,939,368 Reg Vardy Shares, representing approximately 28.3 per cent. of Reg Vardy's issued share capital and that such acceptances may be counted towards the satisfaction of acceptances to the Offer. None of these acceptances were received from persons acting in concert with Pendragon. On 3 December 2005, being the date of the announcement of the Offer, Pendragon announced that it had received irrevocable undertakings to accept (or procure the acceptance of) the Offer in respect of a total of 15,291,007 Reg Vardy Shares, representing approximately 27.2 per cent. of Reg Vardy's issued share capital. Valid acceptances have been received in respect of 15,281,491 of those Reg Vardy Shares, representing approximately 27.2 per cent. of Reg Vardy's issued share capital. All of those acceptances are included in the totals of valid acceptances referred to above. By virtue of an option deed dated 2 December 2005, Pendragon has a right to acquire, at its option, 9,348,111 Reg Vardy Shares from Sir Peter Vardy at a price of 800 pence per Reg Vardy Share. Save as set out above, as at the date of this announcement, neither Pendragon nor any person acting in concert with it has an interest in relevant securities of Reg Vardy. Accordingly, as at 3.00 p.m. (London time) on 28 December 2005, Pendragon had received valid acceptances in respect of a total of 15,939,368 Reg Vardy Shares representing approximately 28.3 per cent. of Reg Vardy's issued share capital. 2. Extension of the Offer The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date which will be 3.00 p.m. (London time) on 18 January 2006. Any further extensions of the Offer will be publicly announced by 8.00 a.m. on the Business Day following the day on which the Offer was otherwise due to expire, or at such later time or date as the Panel may agree. Reg Vardy Shareholders who have not yet accepted the Offer and who hold Reg Vardy Shares (whether in certificated or uncertificated form (that is, in CREST)) are urged to complete, sign and return the Form of Acceptance as soon as possible and, in any event, so as to be received by Capita Registrars by no later than 3.00 p.m. (London time) on 18 January 2006. If you hold Reg Vardy Shares in uncertificated form (that is, in CREST), in addition to return of the Form of Acceptance, you are urged to accept the Offer by TTE instructions as soon as possible and, in any event, so as to be settled by no later than 3.00 p.m. (London time) on 18 January 2006. If you hold Reg Vardy Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to CREST. Terms defined in the Offer Document shall have the same meanings in this announcement. The terms 'acting in concert' and 'relevant securities' shall have the same meanings as in the City Code. Pendragon PLC Tel: 01623 725 114 Trevor Finn, Chief Executive David Forsyth, Finance Director Citigroup Global Markets Limited Tel: 020 7986 4000 Philip Robert-Tissot Sam Small Chris Zeal (Corporate Broking) Finsbury Group Tel: 020 7251 3801 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. This information is provided by RNS The company news service from the London Stock Exchange
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