Aviva: RAC offer acceptances

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')

                              Level of Acceptances

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').

Earlier today, Aviva announced that all conditions to the Offer had been
satisfied or waived and that the Offer had been declared unconditional in all
respects. As at 11.00 a.m. (London time) today, when the Offer was declared
unconditional as to acceptances, valid acceptances of the Offer had been
received by Aviva in respect of a total of 72,312,840 RAC ordinary shares ('RAC
Shares'), representing approximately 60.86 per cent. of the issued ordinary
share capital of RAC.

In addition, Aviva announces that as at 3.00 p.m. (London time) today, the third
closing date of the Offer and the expiry date and time for the Mix and Match
elections, valid acceptances of the Offer had been received by Aviva in respect
of 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 elections
under the Mix and Match Facility in respect of 69,468,415 RAC Shares to receive
additional cash and in respect of 2,976,004 RAC Shares to receive additional
Aviva Shares.  Accordingly, elections to receive additional Aviva Shares will be
satisfied in full and elections to receive additional cash will be scaled down
on a pro rata basis. RAC Shareholders who validly elected to receive additional
cash will receive approximately 0.6848 Aviva Shares and 482.3 pence in cash per
RAC 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 Shareholders
accepting the Offer.  Fractional entitlements will be aggregated and sold in the
market and the net proceeds of sale will be distributed pro rata to RAC
Shareholders entitled thereto.  However, individual entitlements to amounts of
less than £3 will not be paid to RAC Shareholders accepting the Offer but will
be retained for the benefit of the Enlarged Aviva Group.

Save as disclosed in the Offer Document and above, neither Aviva nor any person
acting, or deemed to be acting, in concert with Aviva held RAC Shares (or rights
over RAC Shares) immediately before the commencement of the offer period or,
during the offer period, has acquired or agreed to acquire RAC Shares (or rights
over RAC Shares) and no acceptances of the Offer have been received from any
persons 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 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