17th Jan 2006 15:09
Lookers PLC17 January 2006 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA, THE REPUBLIC OF IRELAND, OR JAPAN 17 January 2006 RECOMMENDED ACQUISITION of REG VARDY PLC ("REG VARDY") by LOOKERS PLC ("LOOKERS") to be effected by means of a Scheme of Arrangement under section 425 of the Companies Act 1985 Summary • The boards of Lookers and Reg Vardy are pleased to announce that theyhave agreed the terms of a recommended acquisition of the whole of the issuedand to be issued share capital of Reg Vardy by Lookers, to be effected by meansof a scheme of arrangement under section 425 of the Companies Act • Reg Vardy Shareholders will be entitled to receive 875 pence in cashfor each Reg Vardy Share, representing: - a premium of approximately 9 per cent. to the cash offer of 800 penceper Reg Vardy Share announced by Pendragon on 3 December 2005; - a premium of approximately 32 per cent. to the Closing Price of 662pence per Reg Vardy Share on 15 November 2005, being the last business day priorto the announcement by Reg Vardy that it had received an approach which may leadto an offer; and - a premium of approximately 57 per cent. to the average Closing Price of558 pence per Reg Vardy Share for the six months prior to 15 November 2005,being the last business day prior to the announcement by Reg Vardy that it hadreceived an approach which may lead to an offer • At 875 pence per share, the issued share capital of Reg Vardy isvalued at approximately £492 million • The offer from Lookers represents an attractive cash price for RegVardy Shareholders following the offer from Pendragon on 6 December 2005 of 800pence per Reg Vardy Share • Lookers is one of the leading multi-franchise motor retail groups inthe UK, operating a network of more than 100 dealerships, vehicle servicing andparts distribution facilities • Lookers wishes to acquire Reg Vardy to create a significant vehicleretail business and brand with greater critical mass and a wider geographicspread of activities which will strengthen its relationships with its keyexisting manufacturer partners as well as giving it access to relationships withnew manufacturers • The Directors of Lookers expect that the Acquisition will beimmediately earnings enhancing, before taking into account the amortisation ofgoodwill. The foregoing statement should not be interpreted as a profit forecastnor to mean that Lookers's future earnings per share will necessarily be greaterthan or equal to its historical earnings per share • The Scheme will be subject to, inter alia, approval by Reg VardyShareholders and sanction by the Court. It is expected that the Scheme willbecome effective in March 2006 • The Reg Vardy Board, which has been so advised by its financialadviser Dresdner Kleinwort Wasserstein, considers the terms of the Acquisitionto be fair and reasonable. In giving advice to the Reg Vardy Board, DresdnerKleinwort Wasserstein has taken into account the commercial assessments of theReg Vardy Board. Accordingly, the Reg Vardy Board intends to recommendunanimously that Reg Vardy Shareholders vote in favour of the Scheme and thespecial resolution to be proposed at the Extraordinary General Meeting • The Reg Vardy Board withdraws its recommendation that Reg VardyShareholders accept the Pendragon Offer • Irrevocable undertakings and statements of intent to vote in favour ofthe Scheme have been received from certain Reg Vardy Shareholders in respect of16,044,111 Reg Vardy Shares in aggregate, representing 28.5 per cent. of theissued share capital of Reg Vardy • The Acquisition is a Class 1 transaction for Lookers under the ListingRules and is therefore conditional, inter alia, on the approval by LookersShareholders at an extraordinary general meeting. The Directors of Lookers willunanimously recommend Lookers Shareholders to vote in favour of the necessaryresolution • Lookers has received irrevocable commitments to vote in favour of theresolution to be proposed at the extraordinary general meeting of Lookers fromholders of 11,138,947 Lookers Shares, representing approximately 31.2 per cent.of the existing issued share capital of Lookers, including the beneficialholdings of the Lookers Directors Commenting on today's announcement, Ken Surgenor, Chief Executive of Lookers,said: "We have known and admired the Reg Vardy business and management for many years. The two businesses have a high degree of complementary geographic andmanufacturer presence as well as a shared culture and approach. The merger ofour respective businesses therefore represents an outstanding cultural andoperational fit and brings many opportunities for enhanced future growth. Thisis excellent news for both companies' shareholders and employees as well as forour manufacturer partners." Commenting on the Acquisition, John Standen, Chairman of Reg Vardy, said: "We are delighted to have received this proposal of 875 pence per share fromLookers, following the earlier offer, announced on 3 December, of 800 pence fromPendragon. We believe that Lookers' offer represents significant value to ourshareholders, that the complementary nature of the businesses is strong and thatthe Enlarged Group will be well placed competitively. Accordingly, the Boardhas decided to recommend this higher offer and strongly advises its shareholdersnot to accept the offer from Pendragon." This summary should be read in conjunction with, and is subject to, the fulltext of the following announcement. In particular, the Acquisition is subject tothe conditions set out in Appendix I of this announcement; Appendix II containsadditional information relating to the Acquisition; and Appendix III containsdefinitions of certain terms used in this summary and the followingannouncement. Enquiries: Lookers plc 0161 291 0043Ken Surgenor (Chief Executive)David Dyson (Finance Director) N M Rothschild & Sons Limited (Financial adviser to Lookers) 0161 827 3800Andrew Thomas Numis Securities Limited (Broker to Lookers) 020 7776 1500Christopher Wilkinson Hudson Sandler (Public Relations adviser to Lookers) 020 7796 4133Andrew HayesNick LyonJames Hill Dresdner Kleinwort Wasserstein Limited (Financial adviser and joint broker to Reg Vardy) 020 7623 8000Charles BattenMichael Covington Brewin Dolphin Securities Limited (Joint broker to Reg Vardy) 0191 279 7300Graeme Summers Financial Dynamics (Public Relations adviser to Reg Vardy)Jonathon Brill 07836 622 683Billy Clegg 07977 578 153 N M Rothschild & Sons Limited, which is authorised and regulated by theFinancial Services Authority, is acting exclusively for Lookers and for no-oneelse in connection with the Acquisition and will not be responsible to anyoneother than Lookers for providing the protections afforded to customers of NMRothschild & Sons Limited or for providing advice in relation to the Acquisitionor any matters referred to herein. 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. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer topurchase or subscribe for any securities or the solicitation of any vote orapproval in any jurisdiction. Any response in relation to the Acquisitionshould be made only on the basis of the information contained in the SchemeDocument. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Anyfailure to comply with the restrictions may constitute a violation of thesecurities laws of any such jurisdiction. The statements contained in this announcement are made as at the date of thisannouncement, unless some other time is specified in relation to them, andrelease of this document shall not give rise to any implication that there hasbeen no change in the facts set out in this announcement since such date.Nothing contained in this announcement shall be deemed to be a forecast,projection or estimate of the future financial performance of Reg Vardy exceptwhere otherwise stated. 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 Lookers or by Reg Vardy or by any of theirrespective "associates", must be disclosed by no later than 12:00 noon (Londontime) on the London business day following the date of the relevant transaction. 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 ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA, THE REPUBLIC OF IRELAND, OR JAPAN 17 January 2006 RECOMMENDED ACQUISITION of REG VARDY PLC ("REG VARDY") by LOOKERS PLC ("LOOKERS") to be effected by means of a Scheme of Arrangement under section 425 of the Companies Act 1985 Introduction The boards of Lookers and Reg Vardy are pleased to announce that they haveagreed the terms of a recommended acquisition of the whole of the issued and tobe issued share capital of Reg Vardy by Lookers, to be effected by means of ascheme of arrangement under section 425 of the Companies Act. The Reg Vardy Board, which has been so advised by its financial adviser,Dresdner Kleinwort Wasserstein, considers the terms of the Acquisition to befair and reasonable. In giving advice to the Reg Vardy Board, DresdnerKleinwort Wasserstein has taken into account the commercial assessments of theReg Vardy Board. Accordingly, the Reg Vardy Board believes that the terms of the Acquisition arein the best interests of Reg Vardy Shareholders as a whole and intends torecommend unanimously that Reg Vardy Shareholders vote in favour of the Schemeand the special resolution to be proposed at the Extraordinary General Meeting. The Reg Vardy Board withdraws its recommendation that Reg Vardy Shareholdersaccept the Pendragon offer. Summary of the terms of the Acquisition The Acquisition will be implemented by way of a Scheme of Arrangement undersection 425 of the Companies Act. Under the terms of the Scheme, which will besubject to the conditions set out in Appendix I of this announcement and to beset out in full in the Scheme Document, Reg Vardy Shareholders will be entitledto receive: for each Reg Vardy Share 875 pence in cash The acquisition at 875 pence per Reg Vardy Share represents: - a premium of approximately 9 per cent. to the cash offer of 800 penceper Reg Vardy Share announced by Pendragon on 3 December 2005; - a premium of approximately 32 per cent. to the Closing Price of 662pence per Reg Vardy Share on 15 November 2005, being the last business day priorto the announcement by Reg Vardy that it had received an approach which may leadto an offer; and - a premium of approximately 57 per cent. to the average Closing Price of558 pence per Reg Vardy Share for the six months prior to 15 November 2005,being the last business day prior to the announcement by Reg Vardy that it hadreceived an approach which may lead to an offer. At 875 pence per share, the issued share capital of Reg Vardy is valued atapproximately £492 million. Current trading and prospects for Reg Vardy On 12 January 2006, Reg Vardy announced its interim results for the six monthsended 31 October 2005 which included the following statements: "Whilst retail conditions in the United Kingdom have been difficult in theperiod, the Group has seen like-for-like growth in new and used retail sales inthe period. Operating profit before amortisation of intangible assets andexceptional items, has risen from £19.9 million to £23.3 million in the periodas a consequence. Profit before taxation declined from £24.8 million to £21.1million since significant exceptional income items arose in the prior period,associated with the sale of property. The short-term outlook for the consumer remains uncertain and this is likely tocontinue to impact new vehicle sales in particular. The SMMT estimate a furtherfall in new vehicle registrations in 2006 to 2,375,000 from 2,439,717 in 2005.The outlook for used car demand, aftersales and contract hire and fleet supplyoperations remains strong however. Trading performance in November and December has been in line with expectations.With the excellent team we have in place, operating within the positive culturewithin the business, the Board remains confident of a satisfactory outcome forthe financial year." Information on Reg Vardy The Reg Vardy Group is one of the UK's largest motor vehicle retailers with atotal of 97 franchises from 102 outlets and is also involved in leasing,contract hire and rental of vehicles. Reg Vardy's car division includesfranchises with Alfa Romeo, Aston Martin, BMW and MINI, Chevrolet, Citroen,Fiat, Ford, Jaguar, Kia, Land Rover, Mercedes-Benz and SMART, Nissan, Renault,Vauxhall and Volkswagen. For the year ended 30 April 2005 (on a UK GAAP basis), Reg Vardy's consolidatedannual turnover was £1,717.9 million (2004: £1,610.4 million) and profit beforetax was £43.8 million (2004: £45.6 million). As at 30 April 2005, the grossassets of the Reg Vardy Group were £555.0 million and net assets of the RegVardy Group were £205.5 million. 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 basics earnings per share of 26.7 pence (2004: 34.8 pence).As at 31 October 2005, the gross assets of the Reg Vardy Group were £586.8million and the net assets of the Reg Vardy Group were £205.1 million. Information on Lookers Lookers is one of the leading multi-franchise motor retail groups in the UK,operating a network of more than 100 dealerships, vehicle servicing and partsdistribution facilities. The Company, headquartered in Manchester, represents13 volume manufacturers and 10 premium manufacturers, with the majority of itssites being located in the North West and Northern Ireland. It has particularlywell established relationships with certain manufacturers such as PAG (whichincludes Aston Martin, Jaguar, Land Rover and Volvo), Vauxhall and Renault onbehalf of whom it operates 15, 17 and 13 franchises respectively. Other keymarques include Bentley, Ferrari, Honda, Maserati, Nissan, Toyota andVolkswagen. In the year ended 31 December 2004 (on a UK GAAP basis), Lookers's consolidatedturnover was £1,093.8 million (2003: £961.4 million) and profit before tax was£26.5 million (2003: £14.0 million). As at 31 December 2004, the gross assetsof Lookers were £317.4 million and the net assets of Lookers were £85.7 million. Lookers announced its interim results for the six-month period ended 30 June2005 (on an IFRS basis) on 5 September 2005. In those interim results, Lookersreported turnover of £648.1 million (2004: £576.4 million), operating profitbefore amortisation and exceptional items of £15.0 million (2004: £11.8million), profit on ordinary activities before taxation of £13.1 million (2004:£25.9 million) and adjusted earnings per share of 22.3 pence (2004: 20.3 pence).As at 30 June 2005, the gross assets of Lookers were £412.3 million and thenet assets of Lookers were £91.5 million. Lookers' rationale for the acquisition of Reg Vardy Lookers has pursued a successful strategy of making selective acquisitions whichhave increased its scale and geographic presence in the automotive retailmarkets and in related markets such as the automotive after sales market.Lookers has a particularly strong representation in certain marques and, incommon with Reg Vardy, its most represented marques are PAG, Vauxhall andRenault. In addition, Reg Vardy's geographical spread of activities iscomplementary to those of Lookers. Lookers wishes to acquire Reg Vardy to create a significant vehicle retailbusiness and brand with greater critical mass and a wider geographic spread ofactivities which will strengthen its relationships with its key existingmanufacturer partners as well as giving it access to relationships with newmanufacturers. The Lookers Directors also believe that the Enlarged Group will benefit fromimmediate cost synergies due to the removal of certain costs and overheads.These include the costs of Reg Vardy being a listed company and therationalisation of certain duplicated functions. The Lookers Directors expect that the Acquisition will be immediately earningsenhancing, before taking into account the amortisation of goodwill. Theforegoing statement should not be interpreted as a profit forecast nor to meanthat Lookers' future earnings per share will necessarily be greater than orequal to its historical earnings per share. Financing the Acquisition The Royal Bank of Scotland plc has made available to Lookers facilities to fundthe payment of the Cash Consideration in full. Further details of the terms ofthe new facilities will be set out in the Scheme Document. Description of the Scheme The Acquisition is to be effected by means of a scheme of arrangement betweenReg Vardy and its shareholders under section 425 of the Companies Act. Thepurpose of the Scheme is to provide for Lookers to become the owner of the wholeof the issued share capital of Reg Vardy, to be achieved by the cancellation ofthe Reg Vardy Shares held by Reg Vardy Shareholders and the application of thereserve arising from such cancellation in paying up in full a number of New RegVardy Shares which is equal to the number of Reg Vardy Shares cancelled andissuing the same to Lookers and/or its nominee(s). To become effective, the Scheme requires the approval of a majority in number ofthose Reg Vardy Shareholders who are present and vote either in person or byproxy at the Court Meeting and who represent 75 per cent. or more in value ofall Reg Vardy Shares held by such Reg Vardy Shareholders. A subsidiary of Lookers holds 10 Reg Vardy Shares, representing less than 0.01per cent. of the Reg Vardy Shares in issue as at 16 January 2006 (the latestpracticable date prior to the publication of this announcement). The holder ofthose Reg Vardy Shares will not be entitled to attend or vote at the CourtMeeting, but will undertake to the Court to be bound by the Scheme in respect ofthe Reg Vardy Shares held by it. The Scheme also requires the sanction of the Court and the passing of a specialresolution to implement the Scheme at the Extraordinary General Meeting, as wellas satisfaction or waiver of the other Conditions set out in Appendix I to thisdocument. Upon the Scheme becoming effective, it will be binding on all RegVardy Shareholders, irrespective of whether or not they attended or voted at theCourt Meeting or the Extraordinary General Meeting. Undertakings and statements of intent to vote in favour of the Scheme Lookers has received irrevocable undertakings and statements of intent fromcertain Reg Vardy Shareholders to vote in favour of the Scheme and the specialresolution to be passed at the Extraordinary General Meeting in respect of16,044,111 Reg Vardy Shares in aggregate, representing approximately 28.5 percent. of the existing issued share capital of Reg Vardy. Details of theseundertakings and statements of intent are set out in paragraph 2 of Appendix IIto this document. Reg Vardy Directors' intentions The Reg Vardy Directors entered into irrevocable undertakings with Pendragon toaccept its offer, which continue to be binding notwithstanding the announcementof the Acquisition, and are therefore restricted by those irrevocableundertakings from voting in favour of the Scheme and the special resolution tobe proposed at the Extraordinary General Meeting. However, Lookers has receivedirrevocable undertakings from the Reg Vardy Directors not to vote against theapproval of the Scheme at the Court Meeting, or against the special resolutionto be proposed at the Extraordinary General Meeting, in respect of theirholdings amounting to an aggregate of 9,374,168 Reg Vardy Shares, representingapproximately 16.7 per cent. of Reg Vardy's issued share capital. Of theseshares 9,348,111 are the subject of a call option granted by Sir Peter Vardy toPendragon on 2 December 2005. The irrevocable undertakings granted to Lookerscease to be binding if the Scheme lapses or is withdrawn or, in the case of theshares covered by the call option, if the option is exercised. Details of theseundertakings are set out at paragraph 2 of Appendix II to this document. Management and employees The skills and experience of the existing senior management of Reg Vardy were animportant factor in the decision of the Lookers Directors to proceed with theAcquisition. They look forward to working with the Reg Vardy executiveDirectors towards a successful merger of the businesses. The Lookers Directorshave also given assurances to the Reg Vardy Directors that, following the Schemebecoming effective, the existing employment rights, including pension rights, ofall the employees of Reg Vardy will be fully safeguarded. Inducement fee arrangements In consideration of, and as an inducement to, Lookers entering into an agreementwith Reg Vardy for the implementation of the Scheme, Reg Vardy has agreed to payto Lookers an inducement fee of approximately £0.43 million. Details of thisfee arrangement are set out at paragraph 1 of Appendix II to this document. Itis expected that the inducement fee agreed with Pendragon will become payable byReg Vardy as a result of the Reg Vardy Directors withdrawing theirrecommendation of the Pendragon offer. Transaction agreement Reg Vardy and Lookers have entered into an agreement under the terms of whichthe parties have agreed to co-operate to implement the Scheme. Further detailsof the agreement will be included in the Scheme Document. Reg Vardy Share Option Schemes Upon the posting of the Scheme Document to Reg Vardy Shareholders, optionsgranted under the Reg Vardy Share Option Schemes will become exercisable, withthe exercise of such options becoming effective on the Effective Date. At theExtraordinary General Meeting an amendment will be proposed to Reg Vardy'sArticles of Association to the effect that any Reg Vardy Shares issued on theexercise of options taking effect on or after the Effective Date willautomatically be acquired by Lookers for the same Cash Consideration as wouldhave been due under the Scheme. Delisting and cancellation of trading The last day of dealings in, and for registration of transfers of, Reg VardyShares is expected to be during March 2006 following which the Reg Vardy Shareswill be suspended from the Official List and from the London Stock Exchange'smarket for listed securities. Prior to the Scheme becoming effective, applications will be made to the UKListing Authority for the listing of the Reg Vardy Shares to be cancelled and tothe London Stock Exchange for the Reg Vardy Shares to cease to be admitted totrading on the London Stock Exchange's market for listed securities. It isexpected that this will take effect in March 2006. On the Effective Date, share certificates in respect of Reg Vardy Shares willcease to be valid and entitlements to Reg Vardy Shares held within the CRESTsystem will be cancelled. Lookers Extraordinary General Meeting The Acquisition is a Class 1 transaction for Lookers under the Listing Rules andis therefore conditional, inter alia, on the approval by Lookers Shareholders ofthe Acquisition and its funding at an extraordinary general meeting.Accordingly, a circular convening the extraordinary general meeting will beposted to Lookers Shareholders when the Scheme Document is posted to Reg VardyShareholders. All Lookers Directors intend to vote in favour of the necessaryresolutions in respect of their beneficial holdings of, in aggregate, 693,472Lookers Shares (representing approximately 1.9 per cent. of the issued ordinaryshare capital of Lookers). In addition, Lookers has received undertakings to vote in favour of thenecessary resolutions from Lookers Shareholders holding 10,445,475 LookersShares (representing approximately 29.3 per cent. of the issued ordinary sharecapital of Lookers). Timetable Further information on the expected timetable of the Scheme will be set out inthe Scheme Document in due course. General The Acquisition will be on the terms and subject to the conditions set outherein and in Appendix I and to be set out in the Scheme Document. The SchemeDocument will include full details of the Scheme, together with notices of theCourt Meeting and the Extraordinary General Meeting, the expected timetable, andwill be accompanied by the Forms of Proxy. These will be despatched to RegVardy Shareholders and, for information only, to Reg Vardy Option Holders in duecourse. Enquiries: Lookers plc 0161 291 0043Ken Surgenor (Chief Executive)David Dyson (Finance Director) N M Rothschild & Sons Limited (Financial adviser to Lookers) 0161 827 3800Andrew Thomas Numis Securities Limited (Broker to Lookers) 020 7776 1500Christopher Wilkinson Hudson Sandler (Public Relations adviser to Lookers) 020 7796 4133Andrew HayesNick LyonJames Hill Dresdner Kleinwort Wasserstein Limited (Financial adviser and joint broker to Reg Vardy) 020 7623 8000 Charles BattenMichael Covington Brewin Dolphin Securities Limited (Joint broker to Reg Vardy) 0191 279 7300Graeme Summers Financial Dynamics (Public Relations adviser to Reg Vardy)Jonathon Brill 07836 622 683Billy Clegg 07977 578 153 N M Rothschild & Sons Limited, which is authorised and regulated by theFinancial Services Authority, is acting exclusively for Lookers and for no-oneelse in connection with the Acquisition and will not be responsible to anyoneother than Lookers for providing the protections afforded to customers ofRothschild or for providing advice in relation to the Acquisition or any mattersreferred to herein. 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. This announcement does not constitute an offer or invitation to purchase anysecurities. The implications of the Scheme and the Acquisition for Overseas Persons may beaffected by the laws of the relevant jurisdictions. Overseas Persons shouldinform themselves about and observe any applicable legal requirements. It is theresponsibility of each Overseas Person to satisfy himself as to the fullobservance of the laws of the relevant jurisdiction in connection therewith,including the obtaining of any governmental, exchange control or other consentswhich may be required, or the compliance with other necessary formalities whichare required to be observed and the payment of any issue, transfer or othertaxes due in such jurisdiction. 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 bedeemed to 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, or by any of their respective "associates", must bedisclosed by no later than 12:00 noon (London time) on the London business dayfollowing the date of the relevant transaction.A disclosure table, givingdetails of the companies in whose "relevant securities" "dealings" should bedisclosed, and the number of such securities in issue, can be found on theTakeover Panel's website at www.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. Not for release, publication or distribution, in whole or part, in, into or fromthe United States, Canada, South Africa, the Republic of Ireland, Australia orJapan. APPENDIX I CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE ACQUISITION 1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the City Code, by not later than the date following 120 days after the date on which the Scheme Document is posted or such later date as Reg Vardy and Lookers may agree and (if required) the Court may allow. The Scheme will be conditional upon: (i) approval of the Scheme by a majority in number of those Reg Vardy Shareholders (excluding any member of the Group) who are present and vote either in person or by proxy at the Court Meeting and who represent 75 per cent. or more in value of all Reg Vardy Shares held by such Reg Vardy Shareholders; (ii) the special resolution set out in the notice of the Extraordinary General Meeting being duly passed by the requisite majority at the Extraordinary General Meeting; and (iii) the sanction (with or without modification agreed by Reg Vardy and Lookers) of the Scheme and the confirmation of the Capital Reduction involved therein by the Court, office copies of the Court Orders and the minute of such reduction attached thereto being delivered for registration to the Registrar of Companies in England and Wales and, in relation to the Capital Reduction, being registered. 2. Reg Vardy and Lookers have agreed that, subject as stated in paragraph 3 below, application to the Court to sanction the Scheme and to confirm the Capital Reduction will not be made unless conditions 1(i) and (ii) above have been fulfilled and unless immediately prior to the hearing of the petition to sanction the Scheme the following conditions are satisfied or waived as referred to below: (a) the passing at one or more extraordinary general meetings of Lookers (or at any adjournment of any such meeting) of such resolution or resolutions as are required to approve, fund, implement and effect the Acquisition; (b) no relevant authority having intervened in a way that would or might reasonably: (i) make the Acquisition, its implementation or the acquisition or proposed acquisition of any Reg Vardy Shares by any member of the Wider Lookers Group void, illegal and/or unenforceable or directly or indirectly restrict, restrain, prohibit, delay or otherwise materially interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise materially challenge the Acquisition or the acquisition of any Reg Vardy Shares or of control of Reg Vardy by any member of the Wider Lookers Group; or (ii) require, impede, delay or prevent the divestiture or alter the terms of any proposed divestiture, by any member of the Wider Reg Vardy Group or by any member of the Wider Lookers Group of all or any portion of their respective businesses (or any of them), assets or property or impose any limitation on the ability of any of them to conduct their respective businesses or to own or continue to enjoy the benefits currently enjoyed in relation to their respective assets or property or any part of them in any such case to an extent which is material in the context of the Wider Reg Vardy Group or the Wider Lookers Group; or (iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Reg Vardy Group or the Wider Lookers Group to acquire or to hold or effectively to exercise (whether directly or indirectly) all or any rights of ownership of shares or other securities (or the equivalent) in, or management control over, any member of the Wider Reg Vardy Group in any such case to an extent which is material in the context of the Wider Reg Vardy Group or the Wider Lookers Group; or (iv) except as required pursuant to the City Code, require any member of the Wider Lookers Group or the Wider Reg Vardy Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Reg Vardy Group or the Wider Lookers Group owned by any third party; or (v) require the divestiture by any member of the Wider Lookers Group of any shares or other securities in Reg Vardy; or (vii) impose any limitation on the ability of any member of the Wider Reg Vardy Group or the Wider Lookers Group to co-ordinate their respective businesses, or any part of them, with the businesses of any other member of the Wider Reg Vardy Group or the Wider Lookers Group in any such case to an extent which is material in the context of the Wider Reg Vardy Group or the Wider Lookers Group; or (viii) otherwise materially and adversely affect the business, financial position, profits or prospects of any member of the Wider Lookers Group or of any member of the Wider Lookers Group, and all applicable waiting and other time periods during which any such relevant authority could intervene having expired, lapsed, or terminated; (c) all necessary filings having been made to relevant authorities, clearances obtained from relevant authorities and all appropriate waiting and other time periods under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated and all authorisations necessary for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Reg Vardy by any member of the Wider Lookers Group, or the carrying on by any member of the Wider Reg Vardy Group or the Wider Lookers Group of its business having been obtained in terms and in a form satisfactory to Lookers (acting reasonably), from all relevant authorities and all such authorisations remaining in full force and effect and there not having been received any notice or intimation of an intention to revoke, or not to renew, any of the same and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in all material respects; (d) save as disclosed in the Reg Vardy annual report and accounts for the year ended 30 April 2005 ("Reg Vardy's financial results") and/or as publicly announced by Reg Vardy by notifying a Regulatory Information Service on or prior to 16 January 2006 ("publicly announced") and/or as disclosed in writing to Lookers on or prior to 16 January 2006 ("disclosed to Lookers") there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Reg Vardy Group is a party or by or to which any such member or any of its assets are or may be bound, entitled or subject and which, in consequence of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Reg Vardy by Lookers or any member of the Wider Lookers Group or because of a change in the control or management of any member of the Wider Reg Vardy Group or otherwise, would or might result in (to an extent which is material in the context of the Wider Reg Vardy Group): (i) any monies borrowed by, or other indebtedness (actual or contingent) of, or grant available to any such member of the Wider Reg Vardy Group being or becoming repayable, or becoming capable of being declared repayable, immediately or prior to its stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of being withdrawn or materially inhibited; or (ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any significant part of the business, property or assets of any such member of the Wider Reg Vardy Group, or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable; or (iii) any such arrangement, agreement, licence, permit, franchise or other instrument or the rights, liabilities, obligations or interests of any such member of the Wider Reg Vardy Group under any such arrangement, agreement, licence, permit, franchise or other instrument being terminated or modified adversely or affected adversely or any action being taken, or any obligation or liability arising thereunder; or (iv) any assets or interests of any such member of the Wider Reg Vardy Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged; or (v) the financial or trading position or prospects of the Wider Reg Vardy Group being adversely affected, and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Reg Vardy Group is a party or by or to which any such member or any of its assets is bound, entitled or subject will result in or give rise to any of the events or circumstances as are referred to in paragraphs (i) to (v) of this paragraph (d); (e) except as disclosed in Reg Vardy's financial results and/or publicly announced and/or disclosed to Lookers, no member of the Wider Reg Vardy Group having, since 30 April 2005, otherwise than with the written agreement of Lookers: (i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or of securities convertible into, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save as between Reg Vardy and wholly-owned subsidiaries of Reg Vardy and save for options granted, or the issue of any Reg Vardy Shares upon exercise of options granted under the Reg Vardy Share Option Schemes prior to 30 April 2005); or (ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution except to a member of the Wider Reg Vardy Group; or (iii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities (whether or not convertible into shares) or reduced or made any other change to any part of its share capital; or (iv) issued, authorised or proposed or announced the issue of any debentures or made, recognised or proposed or announced any change in its loan capital or, save in the ordinary course of business, incurred or increased any indebtedness or contingent liability or become subject to any contingent liability other than to a wholly owned subsidiary of Reg Vardy; or (v) merged with or acquired any body corporate or acquired or disposed of or transferred, mortgaged or encumbered any material asset (including shares and trade investments) or any right, title or interest in any material asset, or undertaken any material liability, other than in the ordinary course of business, or proposed or announced any intention to propose any such merger, acquisition, disposal, mortgage or encumbrance (in each case other than in the ordinary course of business); or (vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment which might reasonably be considered to be of a long term, unduly onerous or unusual nature or magnitude or which might reasonably be considered to be materially restrictive on the business of any member of the Wider Reg Vardy Group or which involves or might reasonably be expected to involve an obligation of such a nature or magnitude or which is not in the ordinary course of business (including, without limitation, the acquisition or disposal of any interest in any undertaking or the implementation of any merger, demerger, reconstruction, scheme or amalgamation); or (vii) taken any corporate action or had any legal proceedings instituted or threatened against it or any order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or any analogous procedures in any jurisdiction, or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer over all or any of its assets or revenues; or (viii) entered into, or varied the terms of any contract, arrangement or commitment with any of the directors of Reg Vardy or senior executives of any member of the Wider Reg Vardy Group; or (ix) been unable, or having admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or (x) made or agreed or consented to any change to the terms of any trust deed constituting the pension scheme(s) established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis on which the liabilities of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation; or (xi) made any amendment to its memorandum or articles of association; or (xii) waived or compromised any claim otherwise than in the ordinary course of business; or (xiii) entered into any agreement, arrangement or commitment or passed any resolution or made any announcement, with respect to any of the transactions, matters or events referred to in this paragraph (e); (f) except as disclosed in Reg Vardy's financial results and/or as otherwise publicly announced since 30 April 2005 and/or as disclosed to Lookers, since 30 April 2005: (i) there having been no material adverse change in the business, assets, financial or trading position or profits or prospects of the Wider Reg Vardy Group taken as a whole; (ii) there having been no litigation, arbitration proceedings, prosecution or other legal proceedings or investigation instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Reg Vardy Group which in any such case is material in the context of the Wider Reg Vardy Group taken as a whole; and (iii) no contingent or other liability having arisen which would or might reasonably be expected to materially adversely affect the business of the Wider Reg Vardy Group, taken as a whole. (g) Lookers not having discovered that, save as publicly announced or otherwise disclosed to Lookers: (i) any financial or business or other information concerning the Wider Reg Vardy Group disclosed at any time by or on behalf of any member of the Wider Reg Vardy Group (whether publicly or otherwise) to Lookers either contains a misrepresentation of fact or omits to state a material fact necessary to make the information contained therein not misleading, in either case, where the misrepresentation or omission is material in the context of the Wider Reg Vardy Group taken as a whole; or (ii) any member of the Wider Reg Vardy Group is subject to any liability, contingent or otherwise, other than such a liability incurred in the ordinary course of business, which is not disclosed in Reg Vardy's financial results or has not been publicly announced or otherwise disclosed to Lookers and which is material in the context of the Reg Vardy Group taken as a whole; or (iii) there has been an emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any property now or previously owned, occupied or made use of by any past or present member of the Wider Reg Vardy Group which could give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Reg Vardy Group which is or would be material in the context of the Wider Reg Vardy Group taken as a whole; or (iv) any past or present member of the Wider Reg Vardy Group has not complied with all applicable laws or regulations of any relevant jurisdiction in relation to environmental matters, which non-compliance would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Reg Vardy Group which would be material in the context of the business of the Wider Reg Vardy Group taken as a whole; or (v) circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or service provided by or carried out by any past or present member of the Wider Reg Vardy Group and which is material in the context of the Wider Reg Vardy Group taken as a whole; or (vi) there is or is likely to be any liability (whether actual or contingent) or requirement of any past or present member of the Wider Reg Vardy Group to make good, repair, reinstate or clean up any property now or previously owned, occupied, made use of or harmed by any past or present member of the Wider Reg Vardy Group or any controlled waters under any environmental legislation, regulation, notice, circular, or order of any relevant authority or otherwise which is material in the context of the business of the Wider Reg Vardy Group taken as a whole. For the purposes of these conditions: (a) "relevant authority" means any government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, court, trade agency, association, institution or professional or environmental body or any other regulatory body or person in any jurisdiction but excluding the Office of Fair Trading, the Competition Commission and the Pensions Regulator; (b) a relevant authority shall be regarded as having "intervened" if it has decided or intimated a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, reference or enquiry, or made or enacted or proposed any statute, regulation, decision or order or taken any other steps and "intervene" shall be construed accordingly; and (c) "authorisations" means authorisations, determinations, orders, grants, recognitions, confirmations, consents, licences, clearances, permissions, certificates and approvals. 3. Lookers reserves the right to waive in whole or in part all or any of the conditions in this Appendix I except conditions 1 and 2(a). 4. The Acquisition will lapse and the Scheme will not proceed if the Acquisition or any part of it is referred by the Office of Fair Trading to the Competition Commission before the date of the Court Meeting. 5. If Lookers is required by the Panel to make an offer for Reg Vardy Shares under the provisions of Rule 9 of the City Code, Lookers may make such alterations to the terms and conditions of the Acquisition as are necessary to comply with the provisions of that Rule. 6. Lookers reserves the right to elect to implement the Acquisition by way of a takeover offer. In such event, such offer will be implemented on the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. of the shares to which the offer relates), so far as applicable, as those which would apply to the Scheme. APPENDIX II ADDITIONAL INFORMATION 1. Inducement fee arrangement In consideration of, and as an inducement to, Lookers entering into anagreement with Reg Vardy for the implementation of the Scheme, Reg Vardy hasagreed to pay to Lookers an inducement fee of approximately £0.43 million if theScheme lapses or is withdrawn and either an independent competing offer forReg Vardy becomes unconditional in all respects or is otherwise completed orimplemented, or the existing offer (or a revision of the existing offer) for RegVardy made by Pendragon becomes or is declared unconditional in all respectsor is otherwise completed or implemented, or any Reg Vardy Directorwithdraws, qualifies or modifies his recommendation of the Acquisition, orrecommends the acceptance or approval of a competing offer for Reg Vardy, orif the Panel finds that there has been a breach of Rule 21.1 of the City Codein respect of the Acquisition. 2. Undertakings and statements of intent Lookers has received irrevocable undertakings from certain Reg VardyShareholders to vote (or to procure that the registered holders vote) infavour of the approval of the Scheme and the special resolution to be proposedat the Extraordinary General Meeting in respect of 12,108,387 Reg VardyShares in aggregate, representing approximately 21.5% of the existing issuedshare capital of Reg Vardy. Details of these undertakings are as follows: Person providing undertaking Number of Reg Vardy Shares committed UBS AG, London Branch 4,216,351 Trefick Limited 3,405,561 Aberforth Partners LLP 3,360,430 F&C Asset Management plc 1,126,045 The irrevocable undertaking referred to above given by UBS AG will cease tobe binding if the Scheme is not approved at the Court Meeting, or if theScheme otherwise fails to become effective, or if a competing offer is made forthe issued and to be issued share capital of Reg Vardy under which the valueof the consideration offered is not less than 918 pence per Reg Vardy Share,or if the Reg Vardy Shares which are the subject of the undertaking are sold ata price of not less than 918 pence per share. The irrevocable undertaking referred to above given by Trefick Limited willcease to be binding if the Scheme is not approved at the Court Meeting, or ifthe Scheme otherwise fails to become effective, or if a competing offer is made for the issued and to be issued share capital of Reg Vardy under which thevalue of the consideration offered is not less than 900 pence per Reg VardyShare, or if any competing offer for the issued and to be issued share capitalof Reg Vardy becomes or is declared unconditional as to acceptances, or ifthe Reg Vardy Shares which are the subject of the undertaking are sold at aprice of not less than 900 pence per share. Under the irrevocable undertaking referred to above given by AberforthPartners LLP, Aberforth Partners LLP retains the right to accept a highercompeting offer made for the issued and to be issued share capital of Reg Vardywhich represents, in its reasonable opinion, an improvement in the valueoffered by Lookers under the Scheme. The irrevocable undertaking referred to above given by F&C Asset Managementplc will cease to be binding if the Scheme fails to become effective, or if acompeting offer is made for the issued and to be issued share capital of RegVardy under which the value of the consideration offered is greater than 875pence per Reg Vardy Share. In addition, Lookers has received non-legally binding statements of intentto vote in favour of the Scheme and the special resolution to be proposed atthe Extraordinary General Meeting from Legal & General Investment Management Limited in respect of 2,020,411 Reg Vardy Shares, from JP Morgan AssetManagement (UK) Limited in respect of 1,055,803 Reg Vardy Shares and from M&GInvestment Management Limited in respect of 859,510 Reg Vardy Shares. Accordingly, Lookers has received irrevocable undertakings and statements ofintent in respect of, in aggregate, 16,044,111 Reg Vardy Shares, representingapproximately 28.5% of the existing issued share capital of Reg Vardy. Lookers has received irrevocable undertakings from the Reg Vardy Directorswhereby they undertake not to vote against the approval of the Scheme at theCourt Meeting or against the special resolution to be proposed at theExtraordinary General Meeting in respect of the following holdings of RegVardy Shares: Person providing undertaking Number of Reg Vardy Shares committed John F. Standen 10,000 Sir Peter Vardy 9,348,111 Robert T. Forrester 8,057 Professor Neil Hood 4,000 William M. Teasdale 4,000 3. General Unless otherwise stated, financial information relating to Lookers has beenextracted from the audited consolidated financial statements of the LookersGroup for the financial year ended 31 December 2004 and the unaudited interim results for the six months ended 30 June 2005. Financial information relatingto Reg Vardy has been extracted from the audited consolidated financialstatements of the Reg Vardy Group for the financial year ended 30 April 2005 andthe unaudited interim results for the six months ended 31 October 2005. 4. Share prices The closing middle market prices of Reg Vardy Shares have been derived from the Daily Official List. 5. Value of the Offer References to the value of the Offer for the whole of the issued sharecapital of Reg Vardy are based on 56,252,898 Reg Vardy Shares in issue as at16 January 2006 and 875 pence for each Reg Vardy Share. APPENDIX III DEFINITIONS The following definitions apply throughout this Press announcement unless thecontext requires otherwise: Acquisition the proposed acquisition of Reg Vardy by Lookers pursuant to the Scheme business day means a day (other than a Saturday or Sunday) on which banks are open for normal business in London Capital Reduction the proposed reduction of share capital of Reg Vardy provided for by the Scheme Cash Consideration 875 pence per Reg Vardy Share City Code or Code the City Code on Takeovers and Mergers Closing Price the closing middle market quotation of a Reg Vardy Share as derived from the Daily Official List Companies Act or Act the Companies Act 1985, as amended Conditions the conditions of the Scheme and the Acquisition, to be set out in the Scheme Document Court Meeting the meeting of the holders of Reg Vardy Shares to be convened by order of the Court pursuant to section 425 of the Companies Act to consider and, if thought fit, approve the Scheme, notice of which will be set out in the Scheme Document, and any adjournment thereof Court Orders the order of the Court sanctioning the Scheme under section 425 of the Companies Act and the order of the Court confirming the reduction of share capital under section 137 of the Companies Act provided for by the Scheme, or where the context may require, either of them CREST the relevant system (as defined in the CREST Regulations) in respect of which CrestCo is the Operator (as defined in the CREST Regulations) CRESTCo CRESTCo Limited CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended Daily Official List the Daily Official List published by London Stock Exchange plc Dresdner Kleinwort Dresdner Kleinwort Wasserstein LimitedWasserstein Effective Date the date on which the Scheme becomes effective in accordance with the Scheme Enlarged Group Lookers and its subsidiaries as enlarged following completion of the Acquisition Extraordinary General the extraordinary general meeting of Reg Vardy Shareholders, notice of which will be set Meeting out in the Scheme Document, and any adjournment thereof Form(s) of Proxy the forms of proxy for use at the Court Meeting and at the Extraordinary General Meeting which will accompany the Scheme Document Group Lookers and its existing subsidiary undertakings London Stock Exchange London Stock Exchange plc or its successor Lookers Lookers plc (registered in England and Wales with number 111876) Lookers Directors the directors of Lookers Lookers Shareholders holders of Lookers shares from time to time Listing Rules the Listing Rules of the UK Listing Authority Official List the official list of the UK Listing Authority Overseas Persons Reg Vardy Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the UK Panel the Panel on Takeovers and Mergers Pendragon Pendragon PLC (registered in England and Wales with number 2304195) Reg Vardy Reg Vardy plc (registered in England and Wales with number 611190) Reg Vardy Board or Reg Vardy the board of directors of Reg VardyDirectors Reg Vardy Group Reg Vardy and its subsidiary undertakings Reg Vardy Option Holders holders of options granted under the Reg Vardy Share Option Schemes Reg Vardy Shareholders holders of Reg Vardy Shares Reg Vardy Share Option the Reg Vardy 1996 Company Share Option Scheme and the Reg Vardy 1996 Unapproved ShareSchemes Option Scheme Reg Vardy Shares the ordinary shares of 10p each in the capital of Reg Vardy (excluding where the context so requires any such shares held by the Wider Lookers Group) Regulatory Information has the meaning given to that expression in the Listing RulesService Rothschild N M Rothschild & Sons Limited Scheme the proposed scheme of arrangement of Reg Vardy pursuant to section 425 of the Companies Act, providing for the cancellation of the issued share capital of Reg Vardy on payment of the Cash Consideration to the holders thereof, and the allotment and issue to Lookers of new ordinary shares in the capital of Reg Vardy Scheme Document the circular to be issued by Reg Vardy to Reg Vardy Shareholders providing details of the Scheme Scheme Record Time 6.00 p.m. on the business day immediately prior to the Effective Date subsidiary and subsidiary to be construed in accordance with the Companies Actundertaking UK Listing Authority The Financial Services Authority, acting in its capacity as the competent authority for the purpose of Part VI of the Financial Services and Markets Act 2000 UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland Wider Lookers Group Lookers and each of its subsidiary undertakings (as defined by the Companies Act) Wider Reg Vardy Group Reg Vardy and each of its subsidiary undertakings (as defined by the Companies Act) This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
LOOK.L