4th May 2005 11:45
Aviva PLC04 May 2005 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") Offer declared wholly unconditional 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 Document"). On 3 May 2005, Aviva received clearance from the European Commission and todayAviva received clearance from the Financial Services Authority for theacquisition of RAC. In addition, Aviva today declares that the Offer isunconditional as to acceptances. Aviva announces that all conditions to the Offer have now either been satisfiedor waived and as at 11.00 a.m. (London time) today, the Offer has been declaredunconditional in all respects. The Offer will remain open until further notice,and the Mix and Match Facility will close at 3.00 p.m. today, the third closingdate. An announcement will be made later today setting out the level of validacceptances of the Offer that have been received. Applications have been made to the UK Listing Authority for the admission tolisting of up to 90 million New Aviva Shares and for the admission of thoseshares to trading on the London Stock Exchange. The New Aviva Shares will rankpari passu with the existing issued shares of Aviva. Trading in the New AvivaShares will start at 8.00 a.m. on 5 May 2005. In addition, applications havebeen made to the UK Listing Authority and the London Stock Exchange for a blocklisting of a further 3,000,000 New Aviva Shares that may be required to satisfyoptions under the RAC Executive Share Option Scheme and a block listing of afurther 2,000,000 New Aviva Shares that may be required to satisfy options underthe RAC Sharesave Scheme, all of which are to be admitted to trading on theLondon Stock Exchange and to be admitted to the Official List upon issuance.These further New Aviva Shares shall rank pari passu with the existing issuedshares of Aviva. As soon as it is appropriate, and subject to applicable requirements of theLondon Stock Exchange and the UK Listing Authority, Aviva intends to procurethat RAC will apply to the London Stock Exchange for the RAC Shares to ceasetrading and to the UK Listing Authority to remove the RAC Shares from theOfficial List. De-listing would reduce the liquidity and marketability of RACShares. Settlement of the consideration due to accepting RAC Shareholders will bedispatched within 14 days of today's date in respect of RAC Shares for whichvalid acceptances of the Offer have been received by 11.00 a.m. today (Londontime). Settlement of the consideration in respect of acceptances which arereceived after 11.00 a.m. today (London time) and which are valid in allrespects will be dispatched within 14 days of receipt of such acceptances. 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. Aviva also announces today that Simon Machell, customer services director ofNorwich Union Insurance Limited, has been appointed executive director on theboard of RAC and will take up the position of managing director with immediateeffect. In addition, Patrick Snowball and Mark Hodges have been appointednon-executive directors on the board of RAC with immediate effect. AndrewHarrison has relinquished the role of chief executive and remains on the Boardof RAC for a further six months in an advisory capacity. Otherwise, the currentresponsibilities of RAC's existing directors are unchanged; the executivedirectors will report to Simon Machell. A copy of the Offer Document formally making the Offer for the whole of theissued and to be issued ordinary share capital of RAC plc has been submitted tothe UK Listing Authority and is available for inspection at the UKLA's DocumentViewing Facility, which is situated at: Financial Services Authority, 25 TheNorth Colonnade, Canary Wharf, London E14 5HS. 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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