6th Feb 2006 07:01
Vardy(Reg) PLC06 February 2006 REVISED OFFER by Pendragon PLC ("Pendragon") for Reg Vardy plc ("Reg Vardy") Further to the announcement made by Pendragon on 3 February 2006 of a revisedcash offer for Reg Vardy (the "Revised Offer") of 900 pence per share, the RegVardy Board (the "Board"), which has been so advised by Dresdner KleinwortWasserstein, considers that the terms of the Revised Offer are fair andreasonable and intends to recommend that Reg Vardy shareholders accept theRevised Offer. The Board also intends to take steps to adjourn the extraordinary generalmeeting of Reg Vardy and the court meeting, notices of which were set out in thecircular posted to Reg Vardy shareholders on 27 January 2006. John Standen, Chairman of Reg Vardy said: "I am pleased that such a satisfactory result is being achieved forshareholders. "The combined businesses will be a formidable force in the motor retailsector." Enquiries: Dresdner Kleinwort Wasserstein Limited (Financial adviserand joint broker to Reg Vardy) 020 7623 8000Charles BattenMichael Covington Financial Dynamics 020 7831 3113Jonathon BrillBilly CleggEdward Westropp Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by theFinancial Services Authority, is acting for Reg Vardy and for no-one else inconnection with the Acquisition and will not be responsible to anyone other thanReg Vardy for providing the protections afforded to customers of DresdnerKleinwort Wasserstein Limited or for affording advice in relation to theAcquisition or any matters referred to herein. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) inone per cent. or more of any class of "relevant securities" of Reg Vardy, all"dealings " in any "relevant securities" of that company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3:30pm (London time) onthe London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Reg Vardy, they will be deemedto be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Reg Vardy, by Pendragon, Lookers plc or by Reg Vardy or by any oftheir respective "associates", must be disclosed by no later than 12:00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by the virtue of any optionin respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
PDG.L