Posting of Offer Doc and Circ
Pendragon PLC
06 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 6 December 2005
RECOMMENDED CASH OFFER
by
CITIGROUP GLOBAL MARKETS LIMITED ('citigroup')
on behalf of
Pendragon plc ('Pendragon')
for
reg vardy PLC ('Reg Vardy')
Posting of Offer Documentation and Shareholder Circular
Further to the announcement made on 3 December 2005 of a recommended cash offer
by Citigroup on behalf of Pendragon for Reg Vardy (the 'Offer'), Pendragon
announces that the document containing the full terms and conditions of the
Offer (the 'Offer Document') has been posted to Reg Vardy Shareholders today,
together with the Form of Acceptance.
If you hold Reg Vardy Shares in certificated form, to accept the Offer, you
should 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 28 December 2005.
If you hold Reg Vardy Shares in uncertificated form (that is, in CREST), to
accept the Offer, you should complete, sign and return the Form of Acceptance,
and transfer your Reg Vardy Shares to an escrow balance so that the TTE
instruction to escrow settles as soon as possible and, in any event, by no later
than 3.00 p.m. (London time) on 28 December 2005. 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.
Copies of the Offer Document and Form of Acceptance are and will remain
available for collection by Reg Vardy shareholders from the offices of Citigroup
Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London
E14 5LB during normal business hours on any weekday (Saturdays and public
holidays excepted) until the end of the Offer Period.
In addition, Pendragon will today be posting to its shareholders a Class 1
Circular setting out the details of the acquisition and convening an
extraordinary general meeting of shareholders (the 'EGM') to approve the
acquisition of Reg Vardy and its funding. The EGM will be held at Loxley House,
2 Oakwood Court, Little Oak Drive, Annesley, Nottingham NG15 0DR on 22 December
2005 at 10.30 a.m.
A copy of the Circular will be submitted to the Financial Services Authority for
publication through the document viewing facility which is situated at The
Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.
Copies of the Circular are available for collection by Pendragon shareholders
from the offices of Citigroup Global Markets Limited, Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB during normal business hours on any weekday
(Saturdays and public holidays excepted).
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
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