19th Jan 2006 07:01
Pendragon PLC19 January 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 19 January 2006 CASH OFFER by CITIGROUP GLOBAL MARKETS LIMITED ("citigroup") on behalf of PENDRAGON PLC ("PENDRAGON") for REG VARDY PLC ("REG VARDY") Level of Acceptances and Extension of Offer 1. Level of acceptances Pendragon announces that as at 3.00 p.m. (London time) on 18 January 2006, thesecond closing date of the Offer, valid acceptances had been received in respectof a total 15,999,757 Reg Vardy Shares, representing approximately 28.4 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. By virtue of an option deed dated 2 December 2005, Pendragon has a right toacquire, at its option, 9,348,111 Reg Vardy Shares from Sir Peter Vardy at aprice of 800 pence per Reg Vardy Share. Save as set out above, as at the date ofthis announcement, neither Pendragon nor any person acting in concert with ithas an interest in relevant securities of Reg Vardy. 2. 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 1 February 2006. Inlight of the announcement on 17 January 2006 by Lookers plc of a proposedacquisition of Reg Vardy, any further extensions of the Offer will be publiclyannounced by Pendragon following consultation with the Panel. 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 1 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 1 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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