Rule 8.1- Vardy(Reg) PLC

Pendragon PLC
02 February 2006

                                                                        FORM 8.1



          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
      (Rules 8.1(a) and (b)(i) of the City Code on Takeovers and Mergers)


1.         KEY INFORMATION


Name of person dealing (Note 1)                   Pendragon PLC

Company dealt in                                  Reg Vardy plc

Class of relevant security to which the dealings  Ordinary shares of 10p each
being disclosed relate (Note 2)

Date of dealing                                   1 February 2006






2.            INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE



(a)            Interests and short positions (following dealing) in the class of
relevant security dealt in (Note 3)


                                                                 Long                                 Short


                                                  Number          (%)                    Number         (%)
                                                                                           

(1) Relevant securities                           9,348,111      16.6

(2) Derivatives (other than options)


(3) Options and agreements to purchase/sell


Total                                             9,348,111      16.6




(b)            Interests and short positions in relevant securities of the
company, other than the class dealt in (Note 3)


Class of relevant security:                                      Long                                 Short


                                                  Number          (%)                 Number            (%)
                                                           

(1) Relevant securities


(2) Derivatives (other than options)


(3) Options and agreements to purchase/sell


Total





(c)       Rights to subscribe (Note 3)


Class of relevant security:                       Details



3.            DEALINGS (Note 4)


(a)            Purchases and sales


Purchase/sale                            Number of securities                     Price per unit (Note 5)





(b)            Derivatives transactions (other than options)


Product name,          Long/short (Note 6)         Number of securities (Note 7)          Price per unit (Note 5)

e.g. CFD




(c)            Options transactions in respect of existing securities

(i)            Writing, selling, purchasing or varying


Product name,          Writing, selling,  Number of securities   Exercise     Type, e.g.      Expiry       Option money
                       purchasing,        to which the option                 American,
e.g. call option       varying etc.       relates (Note 7)       price        European etc.   date         paid/received
per
                                                                                                           unit (Note 5)



(ii)            Exercising


Product name, e.g. call option           Number of securities                     Exercise price per unit (Note 5)
Call option                              9,348,111                                800p


(d)       Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)           Details                                  Price per unit (if applicable) (Note 
5)




4.            OTHER INFORMATION


Agreements, arrangements or understandings relating to options or derivatives



Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating
to the voting rights of any relevant securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.


None.







Is a Supplemental Form 8 attached? (Note 9)                          NO



Date of disclosure                                                    2 February 2006

Contact name                                                          Hilary Sykes, Company Secretary

Telephone number                                                      01623 725 000

Name of offeree/offeror with which associated                         Pendragon PLC
Specify category and nature of associate status (Note 10)             n/a






Notes



The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk




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