8th Feb 2006 11:41
Pendragon PLC08 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 8 February 2006 RECOMMENDED INCREASED CASH OFFER by CITIGROUP GLOBAL MARKETS LIMITED on behalf of PENDRAGON PLC ("PENDRAGON") for REG VARDY PLC ("REG VARDY") Mandatory Offer Pursuant to Rule 9 of the City Code on Takeovers and Mergers On 3 February 2006, the Pendragon Board announced an increased cash offer (the "Increased Offer") for the whole of the issued and to be issued share capital ofReg Vardy at a price of 900 pence per Reg Vardy Share. The Increased Offervalues the total issued share capital of Reg Vardy at approximately £506million. Pendragon also announced that it had acquired or agreed to acquire atotal of 15,687,747 Reg Vardy Shares, representing 27.9 per cent. of the totalissued share capital of Reg Vardy. Pendragon announces that it has today agreed to acquire a further 7,058,336 RegVardy Shares at a price of 900 pence each. Accordingly, Pendragon has nowacquired or agreed to acquire a total of 22,746,083 Reg Vardy Shares,representing 40.4 per cent. of the total issued share capital of Reg Vardy.Therefore, pursuant to Rule 9 of The City Code on Takeovers and Mergers,Pendragon is obliged to make a mandatory cash offer (the "Mandatory Offer") of900 pence per Reg Vardy Share for the entire issued share capital of Reg Vardy. The Mandatory Offer will, when made, be conditional only upon Pendragonreceiving valid acceptances in respect of the Mandatory Offer which, togetherwith the Reg Vardy Shares acquired or agreed to be acquired before or during theMandatory Offer, will result in Pendragon (and any persons acting in concertwith it) holding Reg Vardy Shares carrying more than 50.0 per cent. of thevoting rights currently exercisable at general meetings of Reg Vardy. Pendragon holds outstanding irrevocable undertakings to accept the MandatoryOffer from certain Reg Vardy Shareholders in respect of, in aggregate, 5,942,896Reg Vardy Shares, representing approximately 10.6 per cent. of the total issuedshare capital of Reg Vardy. These undertakings will cease to be binding only inthe event of the Mandatory Offer lapsing. Valid acceptances have been receivedin respect of 5,933,380 of the Reg Vardy Shares that are subject to theseundertakings. Accordingly, Pendragon has acquired, agreed to acquire or receivedirrevocable acceptances in respect of, in aggregate, 28,679,463 Reg VardyShares, representing approximately 51.0 per cent. of the total issued sharecapital of Reg Vardy. The Mandatory Offer will be made on the terms and conditions set out in thisannouncement and in the revised offer document and accompanying form ofacceptance, which will be posted to Reg Vardy Shareholders as soon aspracticable. 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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