14th Feb 2006 16:18
Pendragon PLC14 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 14 February 2006 MANDATORY UNCONDITIONAL RECOMMENDED INCREASED CASH OFFER (THE "MANDATORY OFFER") by CITIGROUP GLOBAL MARKETS LIMITED on behalf of PENDRAGON PLC ("PENDRAGON") for REG VARDY PLC ("REG VARDY") Mandatory Offer declared unconditional in all respects 1. Mandatory Offer unconditional in all respects Pendragon announces that it has acquired or received valid acceptances of theMandatory Offer in respect of 31,027,750 Reg Vardy Shares, representing 55.2 percent. of Reg Vardy's total issued share capital. Accordingly, the MandatoryOffer has become unconditional in all respects and will remain open foracceptance until further notice. The offer document detailing the terms of the Mandatory Offer, together with arevised form of acceptance (the "Revised Form of Acceptance") will be despatchedto Reg Vardy Shareholders shortly. 2. Detailed level of acceptances As at 1.00 p.m. (London time) today, valid acceptances of the Mandatory Offerhad been received in respect of a total of 8,281,667 Reg Vardy Shares,representing approximately 14.7 per cent. of Reg Vardy's issued share capital.None of these acceptances were received from persons acting in concert withPendragon. Pendragon has previously announced that it had received irrevocable undertakingsto accept the Mandatory Offer in respect of a total of 5,942,896 Reg VardyShares, representing approximately 10.6 per cent. of Reg Vardy's total issuedshare capital. Valid acceptances have been received in respect of 5,933,380 ofthose Reg Vardy Shares, representing approximately 10.5 per cent. of Reg Vardy'sissued share capital. All of these acceptances are included in the total ofvalid acceptances referred to above. As at 1.00 p.m. (London time) today, Pendragon owned, in aggregate, 22,746,083Reg Vardy Shares, representing 40.4 per cent. of Reg Vardy's total issued sharecapital. Accordingly, as at 1.00 p.m. (London time) today, Pendragon either owned or hadreceived valid acceptances of the Mandatory Offer in respect of a total of31,027,750 Reg Vardy Shares, representing approximately 55.2 per cent. of RegVardy's total issued share capital. 3. Settlement of Consideration Settlement of the consideration due to Reg Vardy Shareholders under theMandatory Offer will, in respect of valid acceptances received on or before 1.00p.m. (London time) today, be despatched by first class post to or credited torelevant CREST account(s) (in the case of holders of uncertificated Reg VardyShares) of Reg Vardy Shareholders by 28 February 2006. In respect of valid acceptances of the Mandatory Offer received after 1.00 p.m.today, consideration due to Reg Vardy Shareholders under the Mandatory Offerwill be despatched by first class post to or credited to the relevant CRESTaccount(s) (in the case of holders of uncertificated Reg Vardy Shares) of RegVardy Shareholders within 14 days of such receipt. 4. To Accept the Mandatory Offer Reg Vardy Shareholders who have not yet accepted the Mandatory Offer and whohold Reg Vardy Shares in certificated form should complete, sign and return theRevised Form of Acceptance (when received) as soon as possible. Reg VardyShareholders who have not yet accepted the Mandatory Offer and who hold RegVardy Shares in uncertificated form (that is, in CREST) should complete, signand return the Revised Form of Acceptance (when received) as soon as possible,and transfer their Reg Vardy Shares to an escrow balance so that the TTEinstruction to escrow settles as soon as possible. 5. Delisting and Compulsory Acquisition It is the intention of Pendragon, assuming it becomes so entitled, to acquirecompulsorily any outstanding Reg Vardy Shares pursuant to the provisions ofsections 428 to 430F (inclusive) of the Companies Act 1985. Following sufficientacceptances being received, Pendragon intends to procure that Reg Vardy willapply for the cancellation of the listing of the Reg Vardy Shares on the DailyOfficial List and trading of Reg Vardy Shares on the London Stock Exchange'smarket for listed securities. It is anticipated that such cancellation will takeeffect no earlier than 20 Business Days after Pendragon has acquired or agreedto acquire 75 per cent. of the voting rights attaching to the Reg Vardy Shares.It is also proposed that resolutions will be proposed to re-register Reg Vardyas a private company. De-listing is likely to reduce significantly the liquidityand marketability of any Reg Vardy Shares in respect of which the MandatoryOffer has not been accepted. In this announcement, the term "acting in concert" shall have the same meaningas in the City Code on Takeovers and Mergers. 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 Mandatory 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 Mandatory Offer. This announcement does not constitute an offer or invitation to purchase anysecurities. The Mandatory 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 Mandatory 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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