4th May 2005 18:17
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") Level of Acceptances 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"). Earlier today, Aviva announced that all conditions to the Offer had beensatisfied or waived and that the Offer had been declared unconditional in allrespects. As at 11.00 a.m. (London time) today, when the Offer was declaredunconditional as to acceptances, valid acceptances of the Offer had beenreceived by Aviva in respect of a total of 72,312,840 RAC ordinary shares ("RACShares"), representing approximately 60.86 per cent. of the issued ordinaryshare capital of RAC. In addition, Aviva announces that as at 3.00 p.m. (London time) today, the thirdclosing date of the Offer and the expiry date and time for the Mix and Matchelections, valid acceptances of the Offer had been received by Aviva in respectof 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 electionsunder the Mix and Match Facility in respect of 69,468,415 RAC Shares to receiveadditional cash and in respect of 2,976,004 RAC Shares to receive additionalAviva Shares. Accordingly, elections to receive additional Aviva Shares will besatisfied in full and elections to receive additional cash will be scaled downon a pro rata basis. RAC Shareholders who validly elected to receive additionalcash will receive approximately 0.6848 Aviva Shares and 482.3 pence in cash perRAC 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 Shareholdersaccepting the Offer. Fractional entitlements will be aggregated and sold in themarket and the net proceeds of sale will be distributed pro rata to RACShareholders entitled thereto. However, individual entitlements to amounts ofless than £3 will not be paid to RAC Shareholders accepting the Offer but willbe retained for the benefit of the Enlarged Aviva Group. Save as disclosed in the Offer Document and above, neither Aviva nor any personacting, or deemed to be acting, in concert with Aviva held RAC Shares (or rightsover RAC Shares) immediately before the commencement of the offer period or,during the offer period, has acquired or agreed to acquire RAC Shares (or rightsover RAC Shares) and no acceptances of the Offer have been received from anypersons 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 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 plcAnalysts and investorsNicole Marques, investor relations executive +44 (0)20 7662 8302 MediaHayley Stimpson, director of external affairs +44 (0)20 7662 7544Sue Winston, Head of group media relations +44 (0)20 7662 8221 Goldman Sachs International +44 (0)20 7774 1000John RafterAndrew Dodd JPMorgan Cazenove Limited +44 (0)20 7588 2828Tim WiseConor Hillery Financial Dynamics +44 (0)20 7269 7200Rob Bailhache RAC plcAnalysts and investorsNiall Addison, +44 (0)7764 624 701Group Finance and Investor Relations Manager MediaNeil Lovell, Corporate Communications Director +44 (0)7768 298 636 Lazard +44 (0)20 7187 2000Will SamuelPaul JamesonSamuel Bertrand Hoare Govett +44 (0)20 7678 8000Bob PringleCaroline Griffiths This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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