3rd Feb 2006 17:07
Pendragon PLC03 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 3 February 2006 SHARE PURCHASES AND INCREASED CASH OFFER by CITIGROUP GLOBAL MARKETS LIMITED on behalf of PENDRAGON PLC ("PENDRAGON") for REG VARDY PLC ("REG VARDY") 1. Introduction Pendragon has today purchased 6,339,635 Reg Vardy Shares at a price of 900 penceeach. Accordingly, Pendragon has now acquired or agreed to acquire a total of15,687,747 Reg Vardy Shares, representing 27.9 per cent. of the total issuedshare capital of Reg Vardy. As a consequence, Pendragon announces revised termsof the Offer for the whole of the issued and to be issued share capital of RegVardy by Citigroup Global Markets Limited on behalf of Pendragon. The Increased Offer will, save as set out in this announcement, be subject tothe conditions and further terms set out in the Original Offer Document. 2. The Increased Offer On behalf of Pendragon, Citigroup will offer to acquire, save as set out in thisannouncement, on the terms and subject to the conditions set out in the OriginalOffer Document, the entire issued and to be issued share capital of Reg Vardy onthe following basis: for each Reg Vardy Share 900 pence in cash The Increased Offer values the entire existing issued share capital of Reg Vardyat approximately £506 million. The Reg Vardy Shares will be acquired by Pendragon fully paid up and free fromall liens, equitable interests, charges, encumbrances, rights of pre-emption andother third party rights or interests and together with all rights now orhereafter attaching thereto, including the right to receive and retain alldividends and other distributions (if any) declared, made or paid on or after 3December 2005. The Increased Offer will extend to any Reg Vardy Shares which areunconditionally allotted or issued fully paid (or credited as fully paid) priorto the date on which the Increased Offer closes (or such earlier date asPendragon may, subject to the City Code and/or with the consent of the Panel,determine). The Increased Offer will initially be open for acceptance for aperiod of 14 days following the posting of the Revised Offer Document but may beextended in accordance with the provisions of the City Code. Reg Vardy Shareholders who have already accepted the Original Offer need take nofurther action in order to receive the increased consideration payable under theIncreased Offer. 3. Background to and reasons for the Increased Offer On 3 December 2005, the Boards of Pendragon and Reg Vardy announced that theyhad agreed the terms of a recommended cash offer for the whole of the issued andto be issued share capital of Reg Vardy on the basis of 800 pence in cash foreach Reg Vardy Share. On 17 January 2006, Lookers plc announced its intention to acquire the entireissued and to be issued share capital of Reg Vardy at 875 pence in cash for eachReg Vardy Share to be effected by means of a Scheme of Arrangement of Reg Vardy. Pendragon continues to believe that the acquisition of Reg Vardy will strengthenrelationships with principal manufacturer partners, lead to improved returns forits shareholders and provide greater opportunities within the Enlarged PendragonGroup for all team members. Accordingly, it has today made the share purchasesreferred to above and as a consequence it is making the Increased Offer. 4. Information on Reg Vardy Reg Vardy announced its interim results for the six month period ended 31October 2005 (on an IFRS basis) on 12 January 2006. In those interim results,Reg Vardy reported turnover of £1,080.3 million (2004: £933.7 million),operating profit before amortisation of intangible assets and exceptional itemsof £23.3 million (2004: £19.9 million), profit on ordinary activities beforetaxation of £21.1 million (2004: £24.8 million, including exceptional gains of£7.7 million) and basic earnings per share of 26.7 pence (2004: 34.8 pence). Asat 31 October 2005, the gross assets of the Reg Vardy Group were £586.8 millionand the net assets of the Reg Vardy Group were £205.1 million. 5. Reg Vardy Share Option Schemes The Increased Offer will extend to any Reg Vardy Shares which are issued orunconditionally allotted fully paid (or credited as fully paid) whilst theIncreased Offer remains open for acceptance (or by such earlier date asPendragon may, subject to the Code or with the consent of the Panel, determine,being not earlier than the date on which the Increased Offer becomes or isdeclared unconditional as to acceptances) as a result of the exercise of optionsgranted under the Reg Vardy Share Option Schemes. To the extent that options under the Reg Vardy Share Option Schemes are notexercised before the date on which the Increased Offer closes, and if theIncreased Offer becomes or is declared unconditional in all respects, Pendragonwill make appropriate proposals to Reg Vardy Option Holders in due course. 6. Financing the Increased Offer The Increased Offer will be fully funded through a combination of cash in handand drawings under increased committed facilities of £750 million underwrittenby the Royal Bank of Scotland plc. 7. General Save for the increased price per Reg Vardy Share and the acceptance period beingextended until at least 14 days after the posting of the Revised Offer Document,the Increased Offer is on the same terms and subject to the same conditions asset out in the Original Offer Document and the Original Form of Acceptance. TheIncreased Offer is a revision of the Original Offer. The Increased Offer will be subject to the applicable requirements of the Code.The Revised Offer Document and Revised Form of Acceptance will be dispatched toReg Vardy Shareholders as soon as possible. This announcement does not constitute an offer or invitation to purchase anysecurities. Definitions The definitions set out in the Original Offer Document, together with those setout below, shall apply to this announcement: "Increased Offer" the increased cash offer to be made by Citigroup on behalf of Pendragon to acquire all of the issued and to be issued Reg Vardy Shares on the terms and subject to the conditions set out in the Revised Offer Document and the Revised Form of Acceptance and including, where the context so permits, any subsequent revision, variation, extension or renewal of such offer"Increased Offer Price" 900 pence per Reg Vardy Share"Original Form of Acceptance" the form of acceptance and authority relating to the Original Offer which accompanied the Original Offer Document"Original Offer" the recommended cash offer of 800 pence per Reg Vardy Share made on 6 December 2005 by Citigroup on behalf of Pendragon to acquire all of the issued and to be issued Reg Vardy Shares on the terms and subject to the conditions set out in the Original Offer Document and the Original Form of Acceptance and including, where the context so permits, any subsequent revision, variation, extension or renewal of such offer"Original Offer Document" the offer document posted to Reg Vardy Shareholders on 6 December 2005 detailing the terms and conditions of the Original Offer"Original Offer Price" 800 pence per Reg Vardy Share"Revised Form of Acceptance" the revised form of acceptance and authority relating to the Increased Offer which will accompany the Revised Offer Document"Revised Offer Document" the revised offer document to be posted to Reg Vardy Shareholders detailing the terms and conditions of the Increased Offer ENQUIRIES Pendragon PLCTrevor Finn, Chief ExecutiveDavid Forsyth, Finance DirectorTelephone: 01623 725 114 Citigroup Global Markets Limited(Financial adviser and corporate broker to Pendragon)Philip Robert-TissotSam SmallChris Zeal (Corporate Broking)Telephone: 020 7986 4000 Finsbury Group(Public relations adviser to Pendragon)Rupert YoungerGordon SimpsonTelephone: 020 7251 3801 Citigroup Global Markets Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forPendragon and for no one else in connection with the Increased Offer and willnot be responsible to any other person for providing the protections afforded toclients of Citigroup Global Markets Limited or for providing advice in relationto the Increased Offer. The Increased 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, telexor telephone) of interstate or foreign commerce of, or any facilities of anational securities exchange of, the United States, Canada, Australia or Japanand the Increased Offer will not be capable of acceptance by any such use,means, instrumentality or facility, directly or indirectly from or within theUnited 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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