Response to Stmt by Lookers

Pendragon PLC 12 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 12 April 2006 PENDRAGON PLC ('PENDRAGON') RESPONSE TO STATEMENT BY LOOKERS PLC ('LOOKERS') The Board of Pendragon notes today's announcement by Lookers relating to vehicle manufacturer notifications which challenges Pendragon's statement that its acquisition of Lookers would be low risk with regard to manufacturer relations. The Board of Pendragon confirms that it remains confident in its statement for the reasons that were detailed in the Offer Document posted to Lookers shareholders on 6 April 2006. The Lookers announcement also refers to 'other agreements' that have been entered into with manufacturers, outside of their franchise agreements, under which Lookers has purportedly granted vehicle manufacturers certain rights on a change of control. Lookers shareholders should be aware that any provisions which attempt to limit changes of control of dealerships, where the purchaser already has a franchise of the relevant brand, would not satisfy the Block Exemption rules of the European Union and should therefore not be enforceable. Furthermore, the Board of Pendragon questions how the interests of Lookers shareholders have been best served by Lookers entering into these 'other agreements'. In Pendragon's experience, such change of control provisions are neither necessary nor desirable. The Board of Pendragon continues to believe that Pendragon's Offer for Lookers is compelling and offers Lookers shareholders the opportunity to align their investment with a management team focussed on building value for shareholders rather than one trying to assign it to vehicle manufacturers. Pendragon urges Lookers shareholders to accept the Offer as soon as possible but in any event by 1pm on 27 April 2006. ENQUIRIES 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 Rupert Younger Tel: 020 7251 3801 Gordon Simpson NOTE TO EDITORS: The Pendragon Offer Document, posted to Lookers shareholders on 6 April 2006, contained the following statement: '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.' 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. This information is provided by RNS The company news service from the London Stock Exchange OUPITMFTMMMBBPF
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