Offer Update

    RNS Number : 4417F
  Liverpool Victoria Friendly Society
  09 October 2008
   

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
    9 OCTOBER 2008
    Recommended cash offer by Liverpool Victoria Insurance Company Limited for Highway Insurance Group Plc
    Offer Declared Wholly Unconditional
    Introduction
    On 28 August 2008, the Boards of Liverpool Victoria Insurance Company Limited ("LVIC") and Highway Insurance Group Plc ("Highway")
announced that they had reached agreement on the terms of a recommended cash offer to be made by LVIC (a wholly owned subsidiary of
Liverpool Victoria Friendly Society Limited ("LV=")) for the entire issued and to be issued share capital of Highway. The Offer Document was
posted to Highway Shareholders on 12 September 2008.
    LVIC announces that all of the conditions of the Offer have now been satisfied or waived and, accordingly, the Offer has been declared
wholly unconditional.
    The Offer will remain open for acceptance until further notice. Highway Shareholders who wish to accept the Offer but have not yet done
so are strongly encouraged to do so as soon as possible. Full details of how to accept the Offer in respect of Highway Shares held in both
certificated and uncertificated form are set out in the Offer Document and, in the case of Highway Shares held in certificated form only,
the Form of Acceptance. 
    Level of acceptances and ownership
    As at 5.00 p.m. on 8 October 2008, valid acceptances of the Offer had been received in respect of 155,196,468 Highway Shares,
representing approximately 75.95 per cent. of the existing issued share capital of Highway.
    The acceptances referred to above include:
    *     908,347 Highway Shares which represent all the Highway Shares subject to irrevocable undertakings to accept the Offer given prior
to the announcement of the Offer on 28 August 2008, representing approximately 0.44 per cent. of the existing issued share capital of
Highway; and
    *     2,596 Highway Shares owned by Mr. Philip Bunker, a Director of LVIC (and therefore presumed under the City Code to be acting in
concert with LVIC), representing approximately 0.001 per cent. of the existing issued share capital of Highway.
    As at 5.00 p.m. on 8 October 2008:
    *     LVIC owned or had acquired 33,262,642 Highway Shares, representing approximately 16.28 per cent. of the existing issued share
capital of Highway; and
    *     Liverpool Victoria Asset Management Limited ("LVAM") (an associate, as defined in section 988 of the Companies Act 2006, of LVIC
("Associate")) owned or had acquired 291,600 Highway Shares, representing approximately 0.14 per cent. of the existing issued share capital
of Highway.
    In total, therefore, as at 5.00 p.m. on 8 October 2008 LVIC together with its Associates owned or had acquired 33,554,242 Highway
Shares, representing approximately 16.42 per cent. of the existing issued share capital of Highway.
    Accordingly, as at 5.00 p.m. on 8 October 2008 LVIC together with its Associates owned or had acquired, or had received acceptances in
respect of, a total of 188,750,710 Highway Shares, representing approximately 92.37 per cent. of the existing issued share capital of
Highway (the "Total Owned or Accepted Shares").
    Shares counting towards satisfaction of acceptance condition
    As noted in the Offer Document, the Offer excludes the following Highway Shares (the "Excluded Shares") as they were held by LVIC or its
Associates at the date the Offer Document was posted:
    *     19,800,000 Highway Shares held by LVIC; and
    *     291,600 Highway Shares held by LVAM.
    The Excluded Shares do not count towards the satisfaction of the acceptance condition in the Offer Document. Therefore, in aggregate,
LVIC may count 168,659,110 Highway Shares (being the Total Owned or Accepted Shares less the Excluded Shares) towards the satisfaction of
the acceptance condition, which represents approximately 82.54 per cent. of the existing issued share capital of Highway and 91.54 per cent.
of the Highway Shares to which the Offer relates.
    Settlement
    Settlement will be effective on or before 22 October 2008 for Highway Shareholders who have already validly accepted the Offer.
Settlement for Highway Shareholders who validly accept the Offer from today onwards will be effected within 14 days of receipt of their
valid acceptance. 
    Compulsory acquisition
    As LVIC has received valid acceptances under the Offer in respect of more than 90 per cent. of the Highway Shares to which the Offer
relates, it intends to implement the procedures set out in Chapter 3 of Part 28 of the Companies Act 2006 to acquire on a compulsory basis
those Highway Shares in respect of which it has not already received valid acceptances under the Offer.
    De-listing of Highway and cancellation of admission to trading
    As stated in the Offer Document, LVIC intends to procure the making of applications by Highway to the UKLA for the cancellation of the
listing of Highway Shares on the Official List and to the London Stock Exchange for the cancellation of the admission to trading of Highway
Shares on its market for listed securities. It is anticipated that the de-listing and cancellation of admission to trading will take effect
no earlier than 6 November 2008. The de-listing would significantly reduce the liquidity and marketability of any Highway Shares in respect
of which the Offer has not been accepted at that time.
    Other 
    Saved as disclosed in this announcement, neither LVIC nor LV= nor any person deemed to be acting in concert with LVIC or LV= for the
purpose of the Offer has any interest in or right to subscribe for any Highway Shares, nor does any such person have any short position
(whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement
in relation to Highway Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of Highway Shares and also any borrowing or lending of Highway Shares that have not been
on-lent or sold.
    Terms used in this announcement shall, unless otherwise indicated, have the same meaning given to them in the Offer Document.
    Enquiries:
    Liverpool Victoria Friendly Society                                           Tel: [phone]
    Mike Rogers, Group Chief Executive     

    Fenchurch Advisory Partners (Financial adviser to LV=)           Tel: [phone]
    Malik Karim
    Richard Locke

    Shore Capital Stockbrokers (Corporate broker to LV=)          Tel: [phone]
    Simon Fine
    Pascal Keane

    Citigate Dewe Rogerson (PR adviser to LV=)                             Tel: [phone]
    Grant Ringshaw                                                                         07534 220614

    Highway Insurance Group Plc                                                     Tel: [phone]
    Andrew Gibson, Group Chief Executive 

    Lexicon Partners (Financial adviser to Highway)                      Tel: [phone]
    Mark Hennessy
    Ollie Clayton

    Numis Securities (Corporate broker to Highway)                     Tel: [phone]
    Tom Booth

    M:Communications (PR adviser to Highway)                           Tel: [phone]
    Jonathan Gollins
    Maryle Guernier

    Fenchurch Advisory Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for LV= and no-one else in connection with the Offer and will not be responsible to anyone other than LV= for providing the
protections afforded to customers of Fenchurch Advisory Partners or for providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or arrangement referred to herein.
    Lexicon Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Highway and no-one else in connection with the Offer and will not be responsible to anyone other than Highway for providing the protections
afforded to customers of Lexicon Partners or for providing advice in relation to the Offer or in relation to the contents of this
announcement or any transaction or arrangement referred to herein.
    Shore Capital Stockbrokers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for LV= and no-one else in connection with the Offer and will not be responsible to anyone other than LV= for providing the
protections afforded to customers of Shore Capital Stockbrokers or for providing advice in relation to the Offer or in relation to the
contents of this announcement or any transaction or arrangement referred to herein.
    Numis Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Highway and no-one else in connection with the Offer and will not be responsible to anyone other than Highway for providing the protections
afforded to customers of Numis Securities or for providing advice in relation to the Offer or in relation to the contents of this
announcement or any transaction or arrangement referred to herein.
    This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to sell or purchase any
securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is being made
solely through the Offer Document and, in the case of certificated Highway Shares, the Form of Acceptance, which together contain the full
terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be
made solely on the basis of the information contained in the Offer Document and, in the case of certificated Highway Shares, the Form of
Acceptance.
    The distribution of this announcement and the making and availability of the Offer to Highway Shareholders who are not resident in, or
citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident or of which they are
citizens. Persons who are not resident in, or citizens of, the United Kingdom should inform themselves of, and observe, any applicable
requirements.
    The Offer is not being, and will not be, made directly or indirectly, in or into or by the use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile transaction, telex, telephone or email) or interstate or foreign commerce of, or
by any facilities of a national securities exchange of, the United States of America or any other Restricted Jurisdiction and will not be
capable of acceptance by any such use, means, instrumentality or facility or from within the United States of America or any other
Restricted Jurisdiction.
    Neither this announcement, nor the Offer Document, nor the Form of Acceptance or any related document are being sent, and must not be
sent or distributed in, into or from the United States of America or any other Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees) must not distribute or send any of them in, into or from the United
States of America or any other Restricted Jurisdiction or use any mails or any such means or instrumentality of the United States of America
or any other Restricted Jurisdiction for any purpose directly or indirectly in connection with the Offer.
    Dealing disclosure requirements
    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent.
or more of any class of 'relevant securities' of Highway, all 'dealings' in any 'relevant securities' of Highway (including by means of an
option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm
(London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the
offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise
ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in
'relevant securities' of Highway they will be deemed to be a single person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Highway by LVIC or Highway or by any of
their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the
relevant transaction.
    A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
    'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
    Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.


This information is provided by RNS
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