Exercise of Option
Pendragon PLC
02 February 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 2 February 2006
CASH OFFER
by
CITIGROUP GLOBAL MARKETS LIMITED
on behalf of
PENDRAGON PLC ('PENDRAGON')
for
REG VARDY PLC ('REG VARDY')
Exercise of Call Option, Level of Acceptances and Extension of Offer
1. Exercise of Call Option
Pendragon announces that it has exercised its call option over 9,348,111 Reg
Vardy shares (the 'Call Option') held by Sir Peter Vardy and that it intends to
vote those shares against the resolutions to be proposed at the Court Meeting
and the Extraordinary General Meeting to be held on 20 February 2006 (the 'Reg
Vardy Meetings') to approve the Reg Vardy Scheme of Arrangement (the 'Scheme').
Prior to the exercise of the Call Option, these shares were the subject of an
irrevocable undertaking granted by Sir Peter Vardy in favour of Lookers plc ('
Lookers') pursuant to which Sir Peter Vardy undertook not to vote against the
approval of the Scheme at the Reg Vardy Meetings. That undertaking has now
ceased to be binding as a result of Pendragon's exercise of the Call Option.
Accordingly, only 26,057 of the 9,374,168 Reg Vardy shares that were the subject
of irrevocable undertakings not to vote against the Scheme at the Reg Vardy
Meetings, which were granted to Lookers by the Reg Vardy Directors, now remain
subject to that undertaking.
2. Level of Acceptances
Pendragon announces that as at 3.00 p.m. (London time) on 1 February 2006, the
third closing date of the Offer, valid acceptances had been received in respect
of a total 15,578,512 Reg Vardy Shares, representing approximately 27.7 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.
In addition, Pendragon announces that it currently holds 1 share in Reg Vardy,
which was acquired as a result of Pendragon's acquisition of CD Bramall plc in
early 2004. Pendragon was not aware of this holding until recently and therefore
this holding has not been previously disclosed.
Accordingly, as at 3.00 p.m. (London time) on 1 February 2006, Pendragon was
either interested in or had received valid acceptances in respect of a total of
15,578,513 Reg Vardy Shares, representing approximately 27.7 per cent. of Reg
Vardy's issued share capital. This total includes Pendragon's interest in the
Reg Vardy shares that were the subject of the Call Option.
3. 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 15 February 2006.
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 15 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 15 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