Increased Cash Offer

Pendragon PLC
03 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                                            3 February 2006


                    SHARE PURCHASES AND INCREASED CASH OFFER

                                       by

                        CITIGROUP GLOBAL MARKETS LIMITED

                                  on behalf of

                          PENDRAGON PLC ('PENDRAGON')

                                      for

                          REG VARDY PLC ('REG VARDY')

1.      Introduction

Pendragon has today purchased 6,339,635 Reg Vardy Shares at a price of 900 pence
each. Accordingly, Pendragon has now acquired or agreed to acquire a total of
15,687,747 Reg Vardy Shares, representing 27.9 per cent. of the total issued
share capital of Reg Vardy. As a consequence, Pendragon announces revised terms
of the Offer for the whole of the issued and to be issued share capital of Reg
Vardy by Citigroup Global Markets Limited on behalf of Pendragon.

The Increased Offer will, save as set out in this announcement, be subject to
the conditions and further terms set out in the Original Offer Document.

2.      The Increased Offer

On behalf of Pendragon, Citigroup will offer to acquire, save as set out in this
announcement, on the terms and subject to the conditions set out in the Original
Offer Document, the entire issued and to be issued share capital of Reg Vardy on
the following basis:

for each Reg Vardy Share                               900 pence in cash

The Increased Offer values the entire existing issued share capital of Reg Vardy
at approximately £506 million.

The Reg Vardy Shares will be acquired by Pendragon fully paid up and free from
all liens, equitable interests, charges, encumbrances, rights of pre-emption and
other third party rights or interests and together with all rights now or
hereafter attaching thereto, including the right to receive and retain all
dividends and other distributions (if any) declared, made or paid on or after 3
December 2005.

The Increased Offer will extend to any Reg Vardy Shares which are
unconditionally allotted or issued fully paid (or credited as fully paid) prior
to the date on which the Increased Offer closes (or such earlier date as
Pendragon may, subject to the City Code and/or with the consent of the Panel,
determine).  The Increased Offer will initially be open for acceptance for a
period of 14 days following the posting of the Revised Offer Document but may be
extended in accordance with the provisions of the City Code.

Reg Vardy Shareholders who have already accepted the Original Offer need take no
further action in order to receive the increased consideration payable under the
Increased Offer.

3.      Background to and reasons for the Increased Offer

On 3 December 2005, the Boards of Pendragon and Reg Vardy announced that they
had agreed the terms of a recommended cash offer for the whole of the issued and
to be issued share capital of Reg Vardy on the basis of 800 pence in cash for
each Reg Vardy Share.

On 17 January 2006, Lookers plc announced its intention to acquire the entire
issued and to be issued share capital of Reg Vardy at 875 pence in cash for each
Reg Vardy Share to be effected by means of a Scheme of Arrangement of Reg Vardy.

Pendragon continues to believe that the acquisition of Reg Vardy will strengthen
relationships with principal manufacturer partners, lead to improved returns for
its shareholders and provide greater opportunities within the Enlarged Pendragon
Group for all team members. Accordingly, it has today made the share purchases
referred to above and as a consequence it is making the Increased Offer.

4.      Information on Reg Vardy

Reg Vardy announced its interim results for the six month period ended 31
October 2005 (on an IFRS basis) on 12 January 2006. In those interim results,
Reg Vardy reported turnover of £1,080.3 million (2004: £933.7 million),
operating profit before amortisation of intangible assets and exceptional items
of £23.3 million (2004: £19.9 million), profit on ordinary activities before
taxation of £21.1 million (2004: £24.8 million, including exceptional gains of
£7.7 million) and basic earnings per share of 26.7 pence (2004: 34.8 pence). As
at 31 October 2005, the gross assets of the Reg Vardy Group were £586.8 million
and the net assets of the Reg Vardy Group were £205.1 million.

5.      Reg Vardy Share Option Schemes

The Increased Offer will extend to any Reg Vardy Shares which are issued or
unconditionally allotted fully paid (or credited as fully paid) whilst the
Increased Offer remains open for acceptance (or by such earlier date as
Pendragon may, subject to the Code or with the consent of the Panel, determine,
being not earlier than the date on which the Increased Offer becomes or is
declared unconditional as to acceptances) as a result of the exercise of options
granted under the Reg Vardy Share Option Schemes.

To the extent that options under the Reg Vardy Share Option Schemes are not
exercised before the date on which the Increased Offer closes, and if the
Increased Offer becomes or is declared unconditional in all respects, Pendragon
will make appropriate proposals to Reg Vardy Option Holders in due course.

6.      Financing the Increased Offer

The Increased Offer will be fully funded through a combination of cash in hand
and drawings under increased committed facilities of £750 million underwritten
by the Royal Bank of Scotland plc.

7.      General

Save for the increased price per Reg Vardy Share and the acceptance period being
extended until at least 14 days after the posting of the Revised Offer Document,
the Increased Offer is on the same terms and subject to the same conditions as
set out in the Original Offer Document and the Original Form of Acceptance. The
Increased Offer is a revision of the Original Offer.

The Increased Offer will be subject to the applicable requirements of the Code.
The Revised Offer Document and Revised Form of Acceptance will be dispatched to
Reg Vardy Shareholders as soon as possible.

This announcement does not constitute an offer or invitation to purchase any
securities.

Definitions

The definitions set out in the Original Offer Document, together with those set
out below, shall apply to this announcement:

'Increased Offer'               the increased cash offer to be made by Citigroup on behalf of Pendragon to acquire all
                                of the issued and to be issued Reg Vardy Shares on the terms and subject to the
                                conditions set out in the Revised Offer Document and the Revised Form of Acceptance and
                                including, where the context so permits, any subsequent revision, variation, extension
                                or renewal of such offer
'Increased Offer Price'         900 pence per Reg Vardy Share
'Original Form of Acceptance'   the form of acceptance and authority relating to the Original Offer which accompanied
                                the Original Offer Document
'Original Offer'                the recommended cash offer of 800 pence per Reg Vardy Share made on 6 December 2005 by
                                Citigroup on behalf of Pendragon to acquire all of the issued and to be issued Reg
                                Vardy Shares on the terms and subject to the conditions set out in the Original Offer
                                Document and the Original Form of Acceptance and including, where the context so
                                permits, any subsequent revision, variation, extension or renewal of such offer
'Original Offer Document'       the offer document posted to Reg Vardy Shareholders on 6 December 2005 detailing the
                                terms and conditions of the Original Offer
'Original Offer Price'          800 pence per Reg Vardy Share
'Revised Form of Acceptance'    the revised form of acceptance and authority relating to the Increased Offer which will
                                accompany the Revised Offer Document
'Revised Offer Document'        the revised offer document to be posted to Reg Vardy Shareholders detailing the terms
                                and conditions of the Increased Offer



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 Increased 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 Increased Offer.

The Increased 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 Increased 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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