Rule 9 Mandatory Offer

Pendragon PLC
08 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                                            8 February 2006



                        RECOMMENDED INCREASED CASH OFFER

                                       by

                        CITIGROUP GLOBAL MARKETS LIMITED

                                  on behalf of

                          PENDRAGON PLC ('PENDRAGON')

                                      for

                          REG VARDY PLC ('REG VARDY')


  Mandatory Offer Pursuant to Rule 9 of the City Code on Takeovers and Mergers


On 3 February 2006, the Pendragon Board announced an increased cash offer (the 
'Increased Offer') for the whole of the issued and to be issued share capital of
Reg Vardy at a price of 900 pence per Reg Vardy Share. The Increased Offer
values the total issued share capital of Reg Vardy at approximately £506
million. Pendragon also announced that it had acquired or agreed to acquire a
total of 15,687,747 Reg Vardy Shares, representing 27.9 per cent. of the total
issued share capital of Reg Vardy.


Pendragon announces that it has today agreed to acquire a further 7,058,336 Reg
Vardy Shares at a price of 900 pence each. Accordingly, Pendragon has now
acquired or agreed to acquire a total of 22,746,083 Reg Vardy Shares,
representing 40.4 per cent. of the total issued share capital of Reg Vardy.
Therefore, pursuant to Rule 9 of The City Code on Takeovers and Mergers,
Pendragon is obliged to make a mandatory cash offer (the 'Mandatory Offer') of
900 pence per Reg Vardy Share for the entire issued share capital of Reg Vardy.


The Mandatory Offer will, when made, be conditional only upon Pendragon
receiving valid acceptances in respect of the Mandatory Offer which, together
with the Reg Vardy Shares acquired or agreed to be acquired before or during the
Mandatory Offer, will result in Pendragon (and any persons acting in concert
with it) holding Reg Vardy Shares carrying more than 50.0 per cent. of the
voting rights currently exercisable at general meetings of Reg Vardy.


Pendragon holds outstanding irrevocable undertakings to accept the Mandatory
Offer from certain Reg Vardy Shareholders in respect of, in aggregate, 5,942,896
Reg Vardy Shares, representing approximately 10.6 per cent. of the total issued
share capital of Reg Vardy. These undertakings will cease to be binding only in
the event of the Mandatory Offer lapsing. Valid acceptances have been received
in respect of 5,933,380 of the Reg Vardy Shares that are subject to these
undertakings. Accordingly, Pendragon has acquired, agreed to acquire or received
irrevocable acceptances in respect of, in aggregate, 28,679,463 Reg Vardy
Shares, representing approximately 51.0 per cent. of the total issued share
capital of Reg Vardy.


The Mandatory Offer will be made on the terms and conditions set out in this
announcement and in the revised offer document and accompanying form of
acceptance, which will be posted to Reg Vardy Shareholders as soon as
practicable.



ENQUIRIES


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


Citigroup Global Markets Limited
(Financial adviser and corporate broker to Pendragon)
Philip Robert-Tissot
Sam Small
Chris Zeal (Corporate Broking)
Telephone: [phone]


Finsbury Group
(Public relations adviser to Pendragon)
Rupert Younger
Gordon Simpson
Telephone: [phone]



Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Pendragon and for no one else in connection with the Mandatory 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 Mandatory Offer.



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



The Mandatory 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 Mandatory 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.






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