HWY Highway Ins.

    RNS Number : 3834D
  Liverpool Victoria Friendly Society
  12 September 2008
   

    FOR IMMEDIATE RELEASE
    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
    12 SEPTEMBER 2008
    Recommended cash offer by Liverpool Victoria Insurance Company Limited for Highway Insurance Group Plc
    Posting of Offer Documentation
    On 28 August 2008, Liverpool Victoria Insurance Company Limited ("LVIC"), a wholly owned subsidiary of Liverpool Victoria Friendly
Society Limited ("LV="), announced a recommended cash offer for the entire issued and to be issued share capital of Highway Insurance Group
Plc ("Highway") at a price of 73.35 pence in cash per Highway Share. On 2 September 2008, LVIC announced that it had purchased 19.8 million
Highway Shares which resulted in LVIC and its connected parties owning approximately 9.83 per cent. of the issued share capital of Highway. 

    The Board of LVIC announces that the Offer Document, containing the full terms and conditions of the recommended Offer being made by
LVIC, and Form of Acceptance relating to the Offer are being posted to Highway Shareholders (and, for information purposes only, in the case
of the Offer Document, to participants in the Highway Share Plans) today. The Offer Document is being posted on the websites of LV=
(www.lv.com) and Highway (www.hig.co.uk).
    The Offer will be open for acceptance until 1.00 p.m. (London time) on 3 October 2008 unless the period for acceptance is extended by
LVIC in accordance with the terms set out in the Offer Document.
    In connection with the Offer, LVIC and certain other members of the LV= Group submitted an application on 28 August 2008 to the
Financial Services Authority to be approved as controllers of two subsidiaries of Highway that are firms authorised by the Financial
Services Authority. The Financial Services Authority has now approved this application.
    Copies of the Offer Document and the Form of Acceptance will be available for inspection at the offices of Lovells LLP, Atlantic House,
50 Holborn Viaduct, London EC1A 2FG during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) whilst the
Offer remains open for acceptance. 
    Terms used in this announcement shall have the same meaning given to them in the Offer Document.
    Enquiries:
    Liverpool Victoria Friendly Society                                                Tel: 01202 502304
    Mike Rogers, Group Chief Executive     

    Fenchurch Advisory Partners (Financial adviser to LV=)                Tel: 020 7382 2222
    Malik Karim
    Richard Locke

    Citigate Dewe Rogerson (PR adviser to LV=)                                  Tel: 020 7282 2851
    Grant Ringshaw    07534 220614

    Highway Insurance Group Plc                                                          Tel: 01277 266 298
    Andrew Gibson, Group Chief Executive 

    Lexicon Partners (Financial adviser to Highway)                          Tel: 020 7653 6000
    Mark Hennessy
    Ollie Clayton

    M:Communications (PR adviser to Highway)                               Tel: 020 7153 1269
    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.
    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
The company news service from the London Stock Exchange
 
  END 
 
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