Circular

Pendragon PLC
29 November 2006


29 November 2006


                  Pendragon plc ('Pendragon' or the 'Company')


   Proposed sale and leaseback by Pendragon of Properties to PPH1 and related
                        transactions (the 'Transaction')


             Proposed sub-division of Existing Ordinary Shares and
       renewal of authority to make market purchases (the 'Share Split')


Pendragon has today published a shareholder circular in connection with the
proposed Transaction and Share Split which was announced on 28 November 2006.
The circular is being sent to shareholders today.


Enquiries:

Pendragon plc

Trevor Finn, Chief Executive                                       01625 725114
David Forsyth, Finance Director

Finsbury Group

Gordon Simpson                                                    020 7251 3801


General

Ernst & Young LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority for designated investment business, is acting
exclusively for Pendragon plc and for no one else in relation to the Transaction
and will not be responsible to anyone other than Pendragon plc for providing the
protections afforded to clients of Ernst & Young LLP or for giving advice in
relation to the Transaction or any other matter referred to in this
announcement.

The distribution of this announcement in certain jurisdictions may be restricted
by law and therefore persons into whose possession this announcement comes
should inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.

The information contained herein is not for publication or distribution in or
into the United States of America, Canada, Australia or Japan. These materials
are not an offer of securities for sale in the United States of America, Canada,
Australia or Japan. The securities referred to herein have not been and will not
be registered under the U.S. Securities Act of 1933 (the 'Securities Act'), as
amended, and may not be offered or sold in the United States absent registration
under the Securities act or any available exemption from registration. No public
offering of the securities referred to herein will be made in the United States.

Certain statements contained in this announcement constitute 'forward-looking
statements'. In some cases, these forward-looking statements can be identified
by the use of forward-looking terminology, including the terms 'believes',
'estimates', 'plans', 'prepares', 'anticipates', 'expects', 'intends', 'may',
'will', or 'should' or, in each case, their negative or other variations or
comparable terminology. Investors should specifically consider the factors
identified in this announcement which could cause actual results to differ
before making an investment decision. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors, which may cause the
actual results, performance or achievements of Pendragon or industry results, to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding Pendragon's present and
future business strategies and the environment in which Pendragon will operate
in the future. These forward-looking statements speak only as at the date of
this announcement. Except as required by the Listing Rules, the Prospectus
Rules, the Disclosure Rules, the London Stock Exchange or applicable law, the
Company expressly disclaims any obligations of undertaking to release publicly
any updates or revisions to any forward-looking statements contained in this
announcement to reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.




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