Aviva plc: RAC offer update

Aviva PLC
10 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 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').


On 4 May 2005, Aviva announced that the Offer had been declared unconditional in
all respects.


Aviva announces today that it has acquired or agreed to acquire, or received
valid acceptances under the Offer, in respect of more than 90 per cent of the
RAC Shares to which the Offer relates for the purposes of sections 428 to 430F
of the Companies Act 1985 (the 'Act'). Accordingly, as soon as reasonably
practicable, Aviva will be dispatching formal notices under section 429 of the
Act to acquire compulsorily all of the outstanding RAC Shares in respect of
which valid acceptances have not yet been received.



In addition, applications will be made to the UK Listing Authority for
cancellation of the listing of RAC Shares on the Official List and to the London
Stock Exchange for the cancellation of trading of RAC Shares on its market for
listed securities. It is expected that these cancellations will take place
following the expiry of a notice period of 20 business days commencing on 23 May
2005. Accordingly, it is expected that such cancellations will take effect on 22
June 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 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 [phone] 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           [phone]



Media

Hayley Stimpson, director of external affairs          [phone]

Sue Winston, head of group media relations             [phone]



Goldman Sachs International                            [phone]

John Rafter

Andrew Dodd



JPMorgan Cazenove Limited                              [phone]

Tim Wise

Conor Hillery



Financial Dynamics                                     [phone]

Rob Bailhache



RAC plc

Analysts and investors

Niall Addison,                                         [phone]

Group Finance and Investor Relations Manager



Media

Neil Lovell, Corporate Communications Director         [phone]



Lazard                                                 [phone]

Will Samuel

Paul Jameson

Samuel Bertrand


                                                  
Hoare Govett                                           [phone]

Bob Pringle

Caroline Griffiths


                     This information is provided by RNS
            The company news service from the London Stock Exchange