News release

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

 

4 May 2005

 

 

Aviva plc

 

Recommended Cash and Share Offer for RAC plc (the "Offer")

 

Level of Acceptances

 

On 9 March 2005, Aviva plc ("Aviva") announced the terms of a recommended offer for the issued and to be issued ordinary share capital of RAC plc ("RAC"). The Offer was made by Goldman Sachs International and JPMorgan Cazenove Limited on behalf of Aviva by means of an offer document published on 23 March 2005 (the "Offer Document"). 

 

Earlier today, Aviva announced that all conditions to the Offer had been satisfied or waived and that the Offer had been declared unconditional in all respects. As at 11.00 a.m. (London time) today, when the Offer was declared unconditional as to acceptances, valid acceptances of the Offer had been received by Aviva in respect of a total of 72,312,840 RAC ordinary shares ("RAC Shares"), representing approximately 60.86 per cent. of the issued ordinary share capital of RAC.

 

In addition, Aviva announces that as at 3.00 p.m. (London time) today, the third closing date of the Offer and the expiry date and time for the Mix and Match elections, valid acceptances of the Offer had been received by Aviva in respect of a total of 104,876,980 RAC Shares, representing approximately 87.82 per cent. of the issued ordinary share capital of RAC.

 

The Mix and Match Facility is now closed. Aviva has received valid elections under the Mix and Match Facility in respect of 69,468,415 RAC Shares to receive additional cash and in respect of 2,976,004 RAC Shares to receive additional Aviva Shares.  Accordingly, elections to receive additional Aviva Shares will be satisfied in full and elections to receive additional cash will be scaled down on a pro rata basis. RAC Shareholders who validly elected to receive additional cash will receive approximately 0.6848 Aviva Shares and 482.3 pence in cash per RAC Share and so in proportion for any other number of RAC Shares. 

 

Fractions of New Aviva Shares will not be allotted or issued to RAC Shareholders accepting the Offer.  Fractional entitlements will be aggregated and sold in the market and the net proceeds of sale will be distributed pro rata to RAC Shareholders entitled thereto.  However, individual entitlements to amounts of less than £3 will not be paid to RAC Shareholders accepting the Offer but will be retained for the benefit of the Enlarged Aviva Group.

 

Save as disclosed in the Offer Document and above, neither Aviva nor any person acting, or deemed to be acting, in concert with Aviva held RAC Shares (or rights over RAC Shares) immediately before the commencement of the offer period or, during the offer period, has acquired or agreed to acquire RAC Shares (or rights over RAC Shares) and no acceptances of the Offer have been received from any persons acting, or deemed to be acting, in concert with RAC.

 

The Offer will remain open until further notice.    

 

RAC Shareholders who hold their RAC Shares in certificated form and who wish to accept the Offer in relation to those shares, and who have not done so, should complete their Forms of Acceptance as soon as possible, in accordance with the instructions printed thereon and return them, as soon as possible, to the Receiving Agent, Lloyds TSB Registrars, by post or by hand at Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA or by hand only to Lloyds TSB Registrars, Third Floor, Princess House, Suffolk Lane, London EC4R 0AY.

 

RAC Shareholders who hold their RAC Shares in uncertificated form (that is, in CREST) and who wish to accept the Offer in relation to those shares, and who have not done so, should make their acceptances electronically through CREST, in accordance with the instructions set out in paragraph 16 of Part II of the Offer Document.

 

 

SHAREHOLDER HELPLINE:  0870 609 2082 (or +44 1903 702 767 from outside the UK)

 

For legal reasons, the Shareholder Helpline will only be able to provide information contained in the Offer Document and the Form of Acceptance and will be unable to give advice on the merits of the Offer or to provide financial advice.

 

Goldman Sachs International and JPMorgan Cazenove Limited, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Aviva and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Aviva for providing the protections afforded to their clients nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

 

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for RAC and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than RAC for providing the protections afforded to its clients nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

 

 

-ends-

 

Enquiries:

 

Aviva plc                                                                              

Analysts and investors

Nicole Marques, investor relations executive                    +44 (0)20 7662 8302

 

Media

Hayley Stimpson, director of external affairs                     +44 (0)20 7662 7544

Sue Winston, Head of group media relations                   +44 (0)20 7662 8221

 

Goldman Sachs International                                         +44 (0)20 7774 1000

John Rafter

Andrew Dodd

 

JPMorgan Cazenove Limited                                         +44 (0)20 7588 2828

Tim Wise

Conor Hillery

 

Financial Dynamics                                                           +44 (0)20 7269 7200

Rob Bailhache

 

RAC plc

Analysts and investors

Niall Addison,                                                                        +44 (0)7764 624 701

Group Finance and Investor Relations Manager

 

Media

Neil Lovell, Corporate Communications Director +44 (0)7768 298 636

 

Lazard                                                                                   +44 (0)20 7187 2000

Will Samuel

Paul Jameson

Samuel Bertrand

 

Hoare Govett                                                                       +44 (0)20 7678 8000

Bob Pringle

Caroline Griffiths

 

 

END