Aviva update on RAC offer

Aviva PLC
27 April 2005


News release


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES,
                           CANADA, AUSTRALIA OR JAPAN


27 April 2005


                                   Aviva plc



           Recommended Cash and Share Offer for RAC plc (the 'Offer')



                  Extension of Offer and 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').



Aviva announces today that as at 3.00 p.m. (London time) on 27 April 2005, the
second closing date of the Offer, valid acceptances of the Offer had been
received by Aviva in respect of a total of 67,495,276 RAC ordinary shares ('RAC
Shares'), representing approximately 56.8 per cent. of the issued ordinary share
capital of RAC.



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.



Aviva also announces that it is extending the Offer and the Mix and Match
Facility for seven days and that the next closing date will be 3.00 p.m. (London
time) on 4 May 2005.



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, and in any event by no later than 3.00 p.m. (London time) on 4 May 2005.



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, so that the TTE instruction settles no later than 3.00 p.m. (London
time) on 4 May 2005.



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



Brunswick                                                 [phone]

Anita Scott

Nigel Prideaux


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