Compulsory Acqn of Shares

Pendragon PLC
08 March 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                                               8 March 2006


MANDATORY UNCONDITIONAL RECOMMENDED INCREASED CASH OFFER (THE 'MANDATORY OFFER')
                                       by
                        CITIGROUP GLOBAL MARKETS LIMITED
                                  on behalf of
                          PENDRAGON PLC ('PENDRAGON')
                                      for
                          REG VARDY PLC ('REG VARDY')


      Level of Acceptances and Compulsory acquisition of Reg Vardy Shares

1.  Detailed level of acceptances

As at 1.00 p.m. (London time) on 7 March 2006, valid acceptances of the
Mandatory Offer had been received in respect of a total of 18,039,442 Reg Vardy
Shares, representing approximately 32.1 per cent. of Reg Vardy's issued share
capital. None of these acceptances were received from persons acting in concert
with Pendragon.

As at 1.00 p.m. (London time) on 7 March 2006, Pendragon owned, in aggregate,
36,008,595 Reg Vardy Shares, representing approximately 64.0 per cent. of Reg
Vardy's total issued share capital.

Accordingly, as at 1.00 p.m. (London time) on 7 March 2006, Pendragon either
owned or had received valid acceptances of the Mandatory Offer in respect of a
total of 54,048,037 Reg Vardy Shares, representing approximately 96.1 per cent.
of Reg Vardy's total issued share capital.

2.  Compulsory Acquisition of Reg Vardy Shares

Pendragon has now acquired or contracted to acquire not less than 90 per cent.
of the Reg Vardy Shares to which the Mandatory Offer relates and consequently
announces its intention to apply the provisions of sections 428-430F of the
Companies Act 1985 (as amended) (the 'Act') to compulsorily acquire the
remaining Reg Vardy Shares, as detailed in the offer document sent to Reg Vardy
Shareholders in connection with the Mandatory Offer on 14 February 2006 (the '
Revised Offer Document').

Pendragon expects to despatch notices under section 429(4) of the Act to
non-assenting Reg Vardy Shareholders today.

Reg Vardy Shareholders should be aware that they may still accept the Mandatory
Offer rather than wait for their Reg Vardy Shares to be compulsorily acquired by
Pendragon.  The Mandatory Offer will remain open for acceptance until 19 April
2006, whereupon it will close.

Terms defined in the Revised Offer Document have the same meaning in this
announcement save where the context requires otherwise.


ENQUIRIES

Pendragon PLC                                                 Tel: [phone]
Trevor Finn, Chief Executive
David Forsyth, Finance Director

Citigroup Global Markets Limited                              Tel: [phone]
Philip Robert-Tissot
Sam Small
Chris Zeal (Corporate Broking)

Finsbury Group                                                Tel: [phone]
Rupert Younger
Gordon Simpson




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