Offer wholly unconditional
Pendragon PLC
14 February 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 14 February 2006
MANDATORY UNCONDITIONAL RECOMMENDED INCREASED CASH OFFER (THE 'MANDATORY OFFER')
by
CITIGROUP GLOBAL MARKETS LIMITED
on behalf of
PENDRAGON PLC ('PENDRAGON')
for
REG VARDY PLC ('REG VARDY')
Mandatory Offer declared unconditional in all respects
1. Mandatory Offer unconditional in all respects
Pendragon announces that it has acquired or received valid acceptances of the
Mandatory Offer in respect of 31,027,750 Reg Vardy Shares, representing 55.2 per
cent. of Reg Vardy's total issued share capital. Accordingly, the Mandatory
Offer has become unconditional in all respects and will remain open for
acceptance until further notice.
The offer document detailing the terms of the Mandatory Offer, together with a
revised form of acceptance (the 'Revised Form of Acceptance') will be despatched
to Reg Vardy Shareholders shortly.
2. Detailed level of acceptances
As at 1.00 p.m. (London time) today, valid acceptances of the Mandatory Offer
had been received in respect of a total of 8,281,667 Reg Vardy Shares,
representing approximately 14.7 per cent. of Reg Vardy's issued share capital.
None of these acceptances were received from persons acting in concert with
Pendragon.
Pendragon has previously announced that it had received irrevocable undertakings
to accept the Mandatory Offer in respect of a total of 5,942,896 Reg Vardy
Shares, representing approximately 10.6 per cent. of Reg Vardy's total issued
share capital. Valid acceptances have been received in respect of 5,933,380 of
those Reg Vardy Shares, representing approximately 10.5 per cent. of Reg Vardy's
issued share capital. All of these acceptances are included in the total of
valid acceptances referred to above.
As at 1.00 p.m. (London time) today, Pendragon owned, in aggregate, 22,746,083
Reg Vardy Shares, representing 40.4 per cent. of Reg Vardy's total issued share
capital.
Accordingly, as at 1.00 p.m. (London time) today, Pendragon either owned or had
received valid acceptances of the Mandatory Offer in respect of a total of
31,027,750 Reg Vardy Shares, representing approximately 55.2 per cent. of Reg
Vardy's total issued share capital.
3. Settlement of Consideration
Settlement of the consideration due to Reg Vardy Shareholders under the
Mandatory Offer will, in respect of valid acceptances received on or before 1.00
p.m. (London time) today, be despatched by first class post to or credited to
relevant CREST account(s) (in the case of holders of uncertificated Reg Vardy
Shares) of Reg Vardy Shareholders by 28 February 2006.
In respect of valid acceptances of the Mandatory Offer received after 1.00 p.m.
today, consideration due to Reg Vardy Shareholders under the Mandatory Offer
will be despatched by first class post to or credited to the relevant CREST
account(s) (in the case of holders of uncertificated Reg Vardy Shares) of Reg
Vardy Shareholders within 14 days of such receipt.
4. To Accept the Mandatory Offer
Reg Vardy Shareholders who have not yet accepted the Mandatory Offer and who
hold Reg Vardy Shares in certificated form should complete, sign and return the
Revised Form of Acceptance (when received) as soon as possible. Reg Vardy
Shareholders who have not yet accepted the Mandatory Offer and who hold Reg
Vardy Shares in uncertificated form (that is, in CREST) should complete, sign
and return the Revised Form of Acceptance (when received) as soon as possible,
and transfer their Reg Vardy Shares to an escrow balance so that the TTE
instruction to escrow settles as soon as possible.
5. Delisting and Compulsory Acquisition
It is the intention of Pendragon, assuming it becomes so entitled, to acquire
compulsorily any outstanding Reg Vardy Shares pursuant to the provisions of
sections 428 to 430F (inclusive) of the Companies Act 1985. Following sufficient
acceptances being received, Pendragon intends to procure that Reg Vardy will
apply for the cancellation of the listing of the Reg Vardy Shares on the Daily
Official List and trading of Reg Vardy Shares on the London Stock Exchange's
market for listed securities. It is anticipated that such cancellation will take
effect no earlier than 20 Business Days after Pendragon has acquired or agreed
to acquire 75 per cent. of the voting rights attaching to the Reg Vardy Shares.
It is also proposed that resolutions will be proposed to re-register Reg Vardy
as a private company. De-listing is likely to reduce significantly the liquidity
and marketability of any Reg Vardy Shares in respect of which the Mandatory
Offer has not been accepted.
In this announcement, the term 'acting in concert' shall have the same meaning
as in the City Code on Takeovers and Mergers.
ENQUIRIES
Pendragon PLC
Trevor Finn, Chief Executive
David Forsyth, Finance Director
Telephone: 01623 725 114
Citigroup Global Markets Limited
(Financial adviser and corporate broker to Pendragon)
Philip Robert-Tissot
Sam Small
Chris Zeal (Corporate Broking)
Telephone: 020 7986 4000
Finsbury Group
(Public relations adviser to Pendragon)
Rupert Younger
Gordon Simpson
Telephone: 020 7251 3801
Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Pendragon and for no one else in connection with the Mandatory 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 Mandatory Offer.
This announcement does not constitute an offer or invitation to purchase any
securities.
The Mandatory 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 Mandatory 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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