2nd Feb 2006 07:01
Pendragon PLC02 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 RegVardy shares (the "Call Option") held by Sir Peter Vardy and that it intends tovote those shares against the resolutions to be proposed at the Court Meetingand the Extraordinary General Meeting to be held on 20 February 2006 (the "RegVardy 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 anirrevocable undertaking granted by Sir Peter Vardy in favour of Lookers plc ("Lookers") pursuant to which Sir Peter Vardy undertook not to vote against theapproval of the Scheme at the Reg Vardy Meetings. That undertaking has nowceased 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 subjectof irrevocable undertakings not to vote against the Scheme at the Reg VardyMeetings, which were granted to Lookers by the Reg Vardy Directors, now remainsubject to that undertaking. 2. Level of Acceptances Pendragon announces that as at 3.00 p.m. (London time) on 1 February 2006, thethird closing date of the Offer, valid acceptances had been received in respectof a total 15,578,512 Reg Vardy Shares, representing approximately 27.7 percent. of Reg Vardy's issued share capital and that such acceptances may becounted towards the satisfaction of acceptances to the Offer. None of theseacceptances were received from persons acting in concert with Pendragon. On 3 December 2005, being the date of the announcement of the Offer, Pendragonannounced that it had received irrevocable undertakings to accept (or procurethe acceptance of) the Offer in respect of a total of 15,291,007 Reg VardyShares, representing approximately 27.2 per cent. of Reg Vardy's issued sharecapital. Valid acceptances have been received in respect of 15,281,491 of thoseReg Vardy Shares, representing approximately 27.2 per cent. of Reg Vardy'sissued share capital. All of those acceptances are included in the totals ofvalid 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 inearly 2004. Pendragon was not aware of this holding until recently and thereforethis holding has not been previously disclosed. Accordingly, as at 3.00 p.m. (London time) on 1 February 2006, Pendragon waseither interested in or had received valid acceptances in respect of a total of15,578,513 Reg Vardy Shares, representing approximately 27.7 per cent. of RegVardy's issued share capital. This total includes Pendragon's interest in theReg 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 theOffer Document, is being extended and will remain open for acceptance until thenext 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 RegVardy Shares (whether in certificated or uncertificated form (that is, inCREST)) are urged to complete, sign and return the Form of Acceptance as soon aspossible and, in any event, so as to be received by Capita Registrars by nolater than 3.00 p.m. (London time) on 15 February 2006. If you hold Reg Vardy Shares in uncertificated form (that is, in CREST), inaddition to return of the Form of Acceptance, you are urged to accept the Offerby TTE instructions as soon as possible and, in any event, so as to be settledby no later than 3.00 p.m. (London time) on 15 February 2006. If you hold RegVardy Shares as a CREST sponsored member, you should refer to your CREST sponsoras only your CREST sponsor will be able to send the necessary TTE instruction toCREST. Terms defined in the Offer Document shall have the same meanings in thisannouncement. The terms "acting in concert" and "relevant securities" shallhave the same meanings as in the City Code. Pendragon PLC Tel: 01623 725 114Trevor Finn, Chief ExecutiveDavid Forsyth, Finance Director Citigroup Global Markets Limited Tel: 020 7986 4000Philip Robert-TissotSam SmallChris Zeal (Corporate Broking) Finsbury Group Tel: 020 7251 3801Rupert YoungerGordon Simpson Citigroup Global Markets Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forPendragon and no one else in connection with the Offer and will not beresponsible to any other person for providing the protections afforded toclients of Citigroup Global Markets Limited or for providing advice in relationto the Offer. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer 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 securitiesexchange of, the United States, Canada, Australia or Japan and the Offer willnot be capable of acceptance by any such use, means, instrumentality orfacility, 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 ExchangeRelated Shares:
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