Offer Update

Pendragon PLC
26 February 2004

Immediate Release

26 February 2004



This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia, South Africa, the Republic of Ireland or
Japan.


                             RECOMMENDED CASH OFFER

                                       by

                             KPMG CORPORATE FINANCE

                                  on behalf of

                          PENDRAGON PLC ('Pendragon')

                                      for

                         CD BRAMALL PLC ('CD Bramall')



                      OFFER DECLARED WHOLLY UNCONDITIONAL

On 25 February 2004 Pendragon declared the Offer unconditional as to acceptances
and also announced that the ordinary resolution to approve, inter alia, the
acquisition of the entire issued share capital of CD Bramall was duly passed at
the Extraordinary General Meeting of Pendragon. All of the remaining conditions
of the Offer have now been satisfied and accordingly, Pendragon has now declared
the Offer unconditional in all respects. The Offer will remain open for
acceptance until further notice.

Pendragon stated in the Offer Document its intention to procure that CD Bramall
applies for cancellation of the listing of the CD Bramall Shares on the Daily
Official List and trading on the London Stock Exchange's market for listed
securities. Notice is hereby given in accordance with the requirements of the
Listing Rules that the twenty business days notice period for such cancellation
has now commenced. Accordingly, it is expected that such de-listing and
cancellation will take effect no sooner than 25 March 2004. De-listing is likely
to reduce significantly the liquidity and marketability of any CD Bramall Shares
in respect of which the Offer has not been accepted.

CD Bramall Shareholders who have not yet accepted the Offer, and who wish to do
so, should despatch their Form of Acceptance as soon as possible. The procedures
for acceptance of the Offer are set out on pages 15 to 17 of the Offer Document
and in the Form of Acceptance. If you are in any doubt about the Offer, and/or
any action you should take, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, accountant,
solicitor or other financial adviser duly authorised under the Financial
Services and Markets Act 2000, who specialises in advising upon investment in
shares and other securities if you are in the United Kingdom or, if not, from
another appropriately authorised financial adviser in your own jurisdiction.
Additional copies of the Offer Document and Form of Acceptance can be obtained
from Computershare Investor Services PLC (telephone [phone]).

Terms defined in the Offer Document dated 27 January 2004 have the same meaning
in this announcement save where the context requires otherwise.

Enquiries:


Pendragon                          Trevor Finn               Tel: [phone]
                                   David Forsyth

KPMG Corporate Finance             Charles E Cattaneo        Tel: [phone]
                                   Andrew Wild

Arden Partners Limited             John Paterson             Tel: [phone]
                                   Andrew Raca

The Pendragon Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Pendragon
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.

KPMG Corporate Finance, a division of KPMG LLP which is authorised in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting for Pendragon as financial adviser in relation to the Offer and is not
acting for any other person in relation to the Offer. KPMG Corporate Finance
will not be responsible to anyone other than Pendragon for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this announcement or any transaction or arrangement referred to
herein.

Arden Partners Limited, which is regulated by the Financial Services Authority,
is acting as broker to Pendragon and will not be responsible to anyone other
than Pendragon for providing the protections afforded to its clients or for
providing advice in relation to the contents of this announcement or the
transaction referred to herein.

This announcement does not constitute an offer or invitation to purchase any
securities.

The contents of this announcement have been approved for the purposes of Section
21 of the Financial Services and Markets Act 2000 by KPMG Corporate Finance. The
address of KPMG Corporate Finance is 8 Salisbury Square, London, EC4Y 8BB.

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, South Africa, the Republic of
Ireland 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, South Africa, the Republic of Ireland or
Japan.

The Loan Notes to be issued pursuant to the Offer have not been nor will they be
registered under the United States Securities Act of 1933, as amended, or under
any of the relevant securities laws of Canada, Australia, South Africa, the
Republic of Ireland or Japan.  Accordingly, unless an exemption under any
applicable laws is available, the Loan Notes may not be offered, sold or
delivered, directly or indirectly, in or into the United States, Canada,
Australia, South Africa, the Republic of Ireland or Japan or any other country
outside the United Kingdom where such distribution may otherwise lead to a
breach of any law or regulatory requirement or to or for the account or benefit
of any person in such countries.


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