Aviva plc update on RAC offer

Aviva PLC
04 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 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').



On 3 May 2005, Aviva received clearance from the European Commission and today
Aviva received clearance from the Financial Services Authority for the
acquisition of RAC. In addition, Aviva today declares that the Offer is
unconditional as to acceptances.



Aviva announces that all conditions to the Offer have now either been satisfied
or waived and as at 11.00 a.m. (London time) today, the Offer has been declared
unconditional 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 closing
date. An announcement will be made later today setting out the level of valid
acceptances of the Offer that have been received.



Applications have been made to the UK Listing Authority for the admission to
listing of up to 90 million New Aviva Shares and for the admission of those
shares to trading on the London Stock Exchange.  The New Aviva Shares will rank
pari passu with the existing issued shares of Aviva.  Trading in the New Aviva
Shares will start at 8.00 a.m. on 5 May 2005.  In addition, applications have
been made to the UK Listing Authority and the London Stock Exchange for a block
listing of a further 3,000,000 New Aviva Shares that may be required to satisfy
options under the RAC Executive Share Option Scheme and a block listing of a
further 2,000,000 New Aviva Shares that may be required to satisfy options under
the RAC Sharesave Scheme, all of which are to be admitted to trading on the
London Stock Exchange and to be admitted to the Official List upon issuance.
These further New Aviva Shares shall rank pari passu with the existing issued
shares of Aviva.



As soon as it is appropriate, and subject to applicable requirements of the
London Stock Exchange and the UK Listing Authority, Aviva intends to procure
that RAC will apply to the London Stock Exchange for the RAC Shares to cease
trading and to the UK Listing Authority to remove the RAC Shares from the
Official List.  De-listing would reduce the liquidity and marketability of RAC
Shares.



Settlement of the consideration due to accepting RAC Shareholders will be
dispatched within 14 days of today's date in respect of RAC Shares for which
valid acceptances of the Offer have been received by 11.00 a.m. today (London
time). Settlement of the consideration in respect of acceptances which are
received after 11.00 a.m. today (London time) and which are valid in all
respects will be dispatched within 14 days of receipt of such acceptances.



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.



Aviva also announces today that Simon Machell, customer services director of
Norwich Union Insurance Limited, has been appointed executive director on the
board of RAC and will take up the position of managing director with immediate
effect. In addition, Patrick Snowball and Mark Hodges have been appointed
non-executive directors on the board of RAC with immediate effect. Andrew
Harrison has relinquished the role of chief executive and remains on the Board
of RAC for a further six months in an advisory capacity. Otherwise, the current
responsibilities of RAC's existing directors are unchanged; the executive
directors will report to Simon Machell.

A copy of the Offer Document formally making the Offer for the whole of the
issued and to be issued ordinary share capital of RAC plc has been submitted to
the UK Listing Authority and is available for inspection at the UKLA's Document
Viewing Facility, which is situated at: Financial Services Authority, 25 The
North Colonnade, Canary Wharf, London E14 5HS.



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


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            The company news service from the London Stock Exchange