Offer Extension
Pendragon PLC
19 January 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 19 January 2006
CASH OFFER
by
CITIGROUP GLOBAL MARKETS LIMITED ('citigroup')
on behalf of
PENDRAGON PLC ('PENDRAGON')
for
REG VARDY PLC ('REG VARDY')
Level of Acceptances and Extension of Offer
1. Level of acceptances
Pendragon announces that as at 3.00 p.m. (London time) on 18 January 2006, the
second closing date of the Offer, valid acceptances had been received in respect
of a total 15,999,757 Reg Vardy Shares, representing approximately 28.4 per
cent. of Reg Vardy's issued share capital and that such acceptances may be
counted towards the satisfaction of acceptances to the Offer. None of these
acceptances were received from persons acting in concert with Pendragon.
On 3 December 2005, being the date of the announcement of the Offer, Pendragon
announced that it had received irrevocable undertakings to accept (or procure
the acceptance of) the Offer in respect of a total of 15,291,007 Reg Vardy
Shares, representing approximately 27.2 per cent. of Reg Vardy's issued share
capital. Valid acceptances have been received in respect of 15,281,491 of those
Reg Vardy Shares, representing approximately 27.2 per cent. of Reg Vardy's
issued share capital. All of those acceptances are included in the totals of
valid acceptances referred to above.
By virtue of an option deed dated 2 December 2005, Pendragon has a right to
acquire, at its option, 9,348,111 Reg Vardy Shares from Sir Peter Vardy at a
price of 800 pence per Reg Vardy Share. Save as set out above, as at the date of
this announcement, neither Pendragon nor any person acting in concert with it
has an interest in relevant securities of Reg Vardy.
2. Extension of the Offer
The Offer, which remains subject to the terms and conditions set out in the
Offer Document, is being extended and will remain open for acceptance until the
next closing date which will be 3.00 p.m. (London time) on 1 February 2006. In
light of the announcement on 17 January 2006 by Lookers plc of a proposed
acquisition of Reg Vardy, any further extensions of the Offer will be publicly
announced by Pendragon following consultation with the Panel.
Reg Vardy Shareholders who have not yet accepted the Offer and who hold Reg
Vardy Shares (whether in certificated or uncertificated form (that is, in
CREST)) are urged to 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 1 February 2006.
If you hold Reg Vardy Shares in uncertificated form (that is, in CREST), in
addition to return of the Form of Acceptance, you are urged to accept the Offer
by TTE instructions as soon as possible and, in any event, so as to be settled
by no later than 3.00 p.m. (London time) on 1 February 2006. 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.
Terms defined in the Offer Document shall have the same meanings in this
announcement. The terms 'acting in concert' and 'relevant securities' shall
have the same meanings as in the City Code.
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
The company news service from the London Stock Exchange UUAAGUPQPGR