Withdrawal of Offer

Lookers PLC
06 February 2006


                                                                 6 February 2006


                                   Lookers plc



The Board of Lookers plc ('Lookers') notes the announcement made by Reg Vardy
plc ('Reg Vardy') this morning that the Board of Reg Vardy intends to recommend
acceptance of the revised cash offer of 900 pence per share made by Pendragon
PLC.


After considering its options the Lookers Board believes that it is in the best
interests of its shareholders not to proceed with an offer for Reg Vardy and
accordingly does not intend to implement its proposal to acquire Reg Vardy by
way of a scheme of arrangement.


As a result, the Lookers Board intends to take steps to adjourn the
extraordinary general meeting of Lookers which has been convened for 14 February
2006.


Lookers remains committed to its proven strategy of strengthening its new car
franchises, used cars and aftersales presence through organic growth and by
acquisitions. It believes this strategy leaves it well placed to grow
successfully in 2006.

                                     -ends-



Enquiries:


Lookers plc Tel.: [phone]

Ken Surgenor, Chief Executive

David Dyson, Finance Director


NM Rothschild & Sons Limited Tel.: [phone]

Andrew Thomas


Hudson Sandler Tel.: [phone]

Andrew Hayes/Nick Lyon/James Hill


Numis Securities Tel.: [phone]

Christopher Wilkinson





Dealing Disclosure Requirements:


Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of Lookers, Reg Vardy or
Pendragon, all 'dealings' in any 'relevant securities' of that company
(including by means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by no later than 3:
30pm (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an 'interest' in 'relevant securities' of Lookers, Reg
Vardy or Pendragon, they will be deemed to be a single person for the purpose of
Rule 8.3.


Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Lookers, Reg Vardy or Pendragon, or by any of their respective
'associates', must be disclosed by no later than 12:00 noon (London time) on the
London business day following the date of the relevant transaction.


A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by the virtue of any option
in respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.




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