Rule 8.1- Reg Vardy plc

Pendragon PLC
05 December 2005

                                                                        FORM 8.1



          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES

                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

      (Rules 8.1(a) and (b)(i) of the City Code on Takeovers and Mergers)





1.         KEY INFORMATION


Name of person dealing (Note 1)                Pendragon PLC
Company dealt in                               Reg Vardy plc
Class of relevant security to which the        Ordinary shares of 10p each
dealings being disclosed relate (Note 2)

Date of dealing                                2 December 2005






2.         INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE



(a)        Interests and short positions (following dealing) in the class of
relevant security dealt in (Note 3)


                                                             Long                              Short


                                               Number        (%)                   Number         (%)

(1) Relevant securities


(2) Derivatives (other than options)


(3) Options and agreements to purchase/sell    9,348,111   16.6

Total                                          9,348,111   16.6




(b)        Interests and short positions in relevant securities of the company,
other than the class dealt in (Note 3)


Class of relevant security:                                  Long                              Short


                                               Number                           Number
                                                          (%)                              (%)

(1) Relevant securities


(2) Derivatives (other than options)


(3) Options and agreements to purchase/sell


Total





(c)        Rights to subscribe (Note 3)


Class of relevant security:                    Details









3.         DEALINGS (Note 4)



(a)        Purchases and sales


Purchase/sale                          Number of securities                  Price per unit (Note 5)










(b)        Derivatives transactions (other than options)


Product name,         Long/short (Note 6)       Number of securities (Note 7)        Price per unit (Note 5)

e.g. CFD










(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying


Product name,         Writing, selling, Number of securities  Exercise   Type, e.g.      Expiry      Option money
                        purchasing,     to which the option              American,
e.g. call option      varying etc.      relates (Note 7)      price      European etc.   date        paid/received per
                                                                                                     unit (Note 5)

Call option           Purchasing              9,348,111       800p       American        The option  nil
                                                                                         expiry date
                                                                                         is (if
                                                                                         applicable)
                                                                                         the date on
                                                                                         which the
                                                                                         Offer
                                                                                         closes,
                                                                                         lapses or
                                                                                         is
                                                                                         withdrawn.





(ii)        Exercising


Product name, e.g. call option         Number of securities                  Exercise price per unit (Note 5)






(d)        Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)         Details                               Price per unit (if applicable) (Note 5)










4.         OTHER INFORMATION



Agreements, arrangements or understandings relating to options or derivatives




Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating
to the voting rights of any relevant securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.


None.







Is a Supplemental Form 8 attached? (Note 9)
            YES




Date of disclosure                                                5 December 2005

Contact name                                                      Hilary Sykes, Company Secretary

Telephone number                                                  01623 725 000

Name of offeree/offeror with which associated                     Pendragon PLC
Specify category and nature of associate status (Note 10)         n/a






Notes



The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk






                                                             SUPPLEMENTAL FORM 8





                           DETAILS OF OPEN POSITIONS

   (This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as
                                  appropriate)









OPEN POSITIONS (Note 1)


Product name,        Written or      Number of securities   Exercise price   Type, e.g.     Expiry date
                     purchased       to which the option or (Note 2)         American,
e.g. call option                     derivative relates                      European etc.


Call option          Purchased       9,348,111              800p             American       The option expiry date
                                                                                            is (if applicable) the
                                                                                            date on which the Offer
                                                                                            closes, lapses or is
                                                                                            withdrawn.





Notes



1. Where there are open option positions or open derivative positions (except
for CFDs), full details should be given.  Full details of any  existing
agreements to purchase or to sell  should also be given on this form.



2. For all prices and other monetary amounts, the currency must be stated.



For details of the Code's dealing disclosure requirements, see Rule 8 and its
Notes which can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk


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