Offer Update

Pendragon PLC
25 March 2004


25 March 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')




                  COMPULSORY ACQUISITION OF CD BRAMALL SHARES

Following the announcements by Pendragon on 25 February 2004 and 26 February
2004 that valid acceptances of the Offer had been received in respect of more
than 90 per cent of the CD Bramall Shares and that the Offer had been declared
wholly unconditional, Pendragon now announces its intention to apply the
provisions of sections 428-430F of the Act to compulsorily acquire the remaining
CD Bramall Shares, as detailed in the Offer Document sent to CD Bramall
Shareholders on 27 January 2004.

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

CD Bramall Shareholders should be aware that they may still accept the Offer
rather than wait for their CD Bramall Shares to be compulsorily acquired by
Pendragon. The Offer will remain open for acceptance until 6 May 2004, whereupon
it will close.

It is anticipated that the listing of the CD Bramall Shares on the Daily
Official List and trading on the London Stock Exchange's market for listed
securities will be cancelled at 8.00am today.

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


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.

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.


                      This information is provided by RNS
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