10th May 2005 10:34
Aviva PLC10 May 2005 News release NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 10 May 2005 Aviva plc Recommended Cash and Share Offer for RAC plc (the "Offer") Commencement of compulsory acquisition procedure and delisting of RAC Shares On 9 March 2005, Aviva plc ("Aviva") announced the terms of a recommended offerfor the issued and to be issued ordinary share capital of RAC plc ("RAC"). Theoffer was made by Goldman Sachs International and JPMorgan Cazenove Limited onbehalf of Aviva by means of an offer document published on 23 March 2005 (the"Offer"). On 4 May 2005, Aviva announced that the Offer had been declared unconditional inall respects. Aviva announces today that it has acquired or agreed to acquire, or receivedvalid acceptances under the Offer, in respect of more than 90 per cent of theRAC Shares to which the Offer relates for the purposes of sections 428 to 430Fof the Companies Act 1985 (the "Act"). Accordingly, as soon as reasonablypracticable, Aviva will be dispatching formal notices under section 429 of theAct to acquire compulsorily all of the outstanding RAC Shares in respect ofwhich valid acceptances have not yet been received. In addition, applications will be made to the UK Listing Authority forcancellation of the listing of RAC Shares on the Official List and to the LondonStock Exchange for the cancellation of trading of RAC Shares on its market forlisted securities. It is expected that these cancellations will take placefollowing the expiry of a notice period of 20 business days commencing on 23 May2005. Accordingly, it is expected that such cancellations will take effect on 22June 2005 or as soon as is practicable thereafter. The Offer will remain open until further notice. RAC Shareholders who hold their RAC Shares in certificated form and who wish toaccept the Offer in relation to those shares, and who have not done so, shouldcomplete their Forms of Acceptance as soon as possible, in accordance with theinstructions printed thereon and return them, as soon as possible, to theReceiving Agent, Lloyds TSB Registrars, by post or by hand at Lloyds TSBRegistrars, The Causeway, Worthing, West Sussex BN99 6DA or by hand only toLloyds TSB Registrars, Third Floor, Princess House, Suffolk Lane, London EC4R0AY. RAC Shareholders who hold their RAC Shares in uncertificated form (that is, inCREST) and who wish to accept the Offer in relation to those shares, and whohave not done so, should make their acceptances electronically through CREST, inaccordance with the instructions set out in paragraph 16 of Part II of the OfferDocument. 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 provideinformation contained in the Offer Document and the Form of Acceptance and willbe unable to give advice on the merits of the Offer or to provide financialadvice. Goldman Sachs International and JPMorgan Cazenove Limited, which are authorisedand regulated in the United Kingdom by the Financial Services Authority, areacting exclusively for Aviva and no one else in connection with the Offer andthis announcement and will not be responsible to anyone other than Aviva forproviding the protections afforded to their clients nor for providing advice inconnection with the Offer or this announcement or any matter referred to herein. Lazard & Co., Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for RAC and no oneelse in connection with the Offer and this announcement and will not beresponsible to anyone other than RAC for providing the protections afforded toits clients nor for providing advice in connection with the Offer or thisannouncement 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 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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