Rule 8.3- Pendragon Plc

Rathbone Brothers PLC
17 March 2006


                                                                        FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)

1. KEY INFORMATION

Name of person dealing (Note 1)                 Rathbone Brothers Plc (Entity
                                                reporting)
                                                Rathbone Investment Management
                                                Limited (Entity Dealing)

Company dealt in                                Pendragon Plc

Class of relevant security to which the         20p Ordinary
dealings being disclosed relate (Note 2)

Date of dealing                                 16th March 2006



2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE


(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                                               Long                Short
                                               Number (%)          Number (%)
(1) Relevant
securities                                     3,420,711 (2.6)
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
                                       Total   3,420,711 (2.6)


(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

Class of relevant security:                        Long           Short
                                                   Number (%)     Number (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
                                           Total   n/a


(c) Rights to subscribe (Note 3)

Class of relevant security:                                   Details
                                                              n/a





3. DEALINGS (Note 4)


(a) Purchases and sales

Purchase/sale    Number of securities          Price per unit (Note 5)
SALE                                   1,000                           635..65p



(b) Derivatives transactions (other than options)

Product      Long/short (Note   Number of securities (Note Price per unit (Note
name,        6)                 7)                         5)
e.g. CFD
                                n/a





(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product Writing,       Number of          Exercise Type, e.g.  Expiry Option
name,   selling,       securities to               American,          money
        purchasing,    which the option            European
        varying etc.   relates (Note 7)            etc.
e.g.                                      price                date   paid/
call                                                                  received
option                                                                per unit
                                                                      (Note 5)
                       n/a



(ii) Exercising

Product name, e.g. call       Number of           Exercise price per unit (Note
option                        securities          5)
                              n/a


(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8)  Details  Price per unit (if applicable) (Note 5)
                                n/a




4. OTHER INFORMATION


Agreements, arrangements or understandings relating to options or derivatives



Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none, this should be
stated.
None.



Is a Supplemental Form 8 attached? (Note 9) NO



Date of disclosure                                              17th March 2006
Contact name                                                    Dorothy Bognar
Telephone number                                                020 7399 0000
If a connected EFM, name of offeree/offeror with which          n/a
connected
If a connected EFM, state nature of connection (Note 10)        n/a



Notes


The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk






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