Amended Statement of Interest

Pendragon PLC
10 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                                          10 February 2006



                        RECOMMENDED INCREASED CASH OFFER

                                       by

                        CITIGROUP GLOBAL MARKETS LIMITED

                                  on behalf of

                          PENDRAGON PLC ('PENDRAGON')

                                      for

                          REG VARDY PLC ('REG VARDY')


                  Amended Statement of Interests in Reg Vardy


Further to the announcement by Pendragon on 8 February 2006 that it had acquired
7,058,336 Reg Vardy Shares resulting in Pendragon making a mandatory cash offer
(the 'Mandatory Offer') for Reg Vardy at 900 pence per Reg Vardy Share under
Rule 9 of The City Code on Takeovers and Mergers, it has come to Pendragon's
attention that 935,036 of the 7,058,336 Reg Vardy Shares referred to in that
announcement could not be validly delivered and therefore such shares will not
be acquired by Pendragon. This does not affect Pendragon's Mandatory Offer.



Yesterday, Pendragon acquired a further 935,036 Reg Vardy Shares at a price of
900 pence each. Therefore, following these purchases and correcting for the
ineligible acquisition of Reg Vardy Shares discussed above, Pendragon has now
acquired or agreed to acquire a total of 22,746,083 Reg Vardy Shares,
representing 40.4 per cent. of the total issued share capital of Reg Vardy.



Pendragon holds outstanding irrevocable undertakings to accept the Mandatory
Offer from certain Reg Vardy Shareholders in respect of, in aggregate, 5,942,896
Reg Vardy Shares, representing approximately 10.6 per cent. of the total issued
share capital of Reg Vardy. These undertakings will cease to be binding only in
the event of the Mandatory Offer lapsing. Valid acceptances have been received
in respect of 5,933,380 of the Reg Vardy Shares that are subject to these
undertakings. Accordingly, Pendragon has acquired, agreed to acquire or received
irrevocable acceptances in respect of, in aggregate, 28,679,463 Reg Vardy
Shares, representing approximately 51.0 per cent. of the total issued share
capital of Reg Vardy.



The Mandatory Offer will be made on the terms and conditions set out in this
announcement and in the revised offer document and accompanying form of
acceptance, which will be posted to Reg Vardy Shareholders as soon as
practicable.



Citigroup is satisfied that the necessary financial resources are available to
Pendragon for it to implement the Mandatory Offer in full.





ENQUIRIES


Pendragon PLC
Trevor Finn, Chief Executive
David Forsyth, Finance Director
Telephone: [phone]


Citigroup Global Markets Limited
(Financial adviser and corporate broker to Pendragon)
Philip Robert-Tissot
Sam Small
Chris Zeal (Corporate Broking)
Telephone: [phone]


Finsbury Group
(Public relations adviser to Pendragon)
Rupert Younger
Gordon Simpson
Telephone: [phone]



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.






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