ABBY.L Regulatory News (ABBY)

Gallagher Holdings Limited

Offer Document Posted

17 August 2012



Not for release, publication or distribution, in whole or in part, in or into or from a Restricted Jurisdiction.

Offer Document Posted

in respect of the

Unconditional Mandatory Cash Offer

by

Gallagher Holdings Limited

for the entire issued and to be issued share capital of

Abbey plc

not already owned by Gallagher Holdings Limited

Further to the announcement on 1 August 2012 by Gallagher Holdings Limited ("GHL") of its firm intention to make a cash offer of Stg£5.30 per share (the "Offer") for the entire issued and to be issued share capital of Abbey plc ("Abbey") not already owned by GHL, the Board of GHL announces that the offer document containing the unconditional cash offer (the "Offer Document") and the Form of Acceptance in connection with the Offer will be posted to Abbey Shareholders today.

The Offer is open for acceptances until 1:00 p.m. (Dublin time) on 7 September 2012. The Offer will not be extended beyond this date. Abbey Shareholders who wish to accept the Offer should therefore ensure that acceptances are delivered in accordance with the instructions set out in the Offer Document and the Form of Acceptance as soon as possible and, in any event, so as to be received by Computershare Investor Services (Ireland) Limited, (Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland; tel: +353 1 216 3100) by no later than 1.00 p.m. (Dublin time) on 7 September 2012.

The Offer Document is available for inspection at Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland.

Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Offer Document.

For further information

please contact:

The directors of GHL and the director of Shrewsbury Holdings Limited (the ultimate holding company of GHL) (together the "Directors") accept responsibility for the information contained in this announcement, save that the only responsibility accepted by the Directors in respect of the information in this announcement relating to Abbey, the Abbey Group, the directors of Abbey and persons connected with them, which has been compiled from published sources, has been to ensure that such information has been correctly and fairly reproduced or presented (and no steps have been taken by the Directors to verify this information). To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

IBI Corporate Finance, which is regulated in Ireland by the Central Bank, is acting exclusively for GHL and no one else in connection with the Offer and will not be responsible to anyone other than GHL for providing the protections afforded to clients of IBI Corporate Finance or for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to in this announcement.

The availability of the Offer to persons outside of Ireland or the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. If you are in any doubt about your position, you should consult your legal adviser in the relevant jurisdiction without delay. Unless otherwise determined by GHL and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction, or by use of the mails, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such means, instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, copies of this document and all other documents relating to the Offer are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may invalidate any related purported acceptance of the Offer. Notwithstanding the foregoing restrictions, GHL reserves the right to permit the Offer to be accepted if, in its sole discretion, it is satisfied that the transaction in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question.

NCB Stockbrokers, which is regulated in Ireland by the Central Bank, is acting exclusively for GHL as corporate broker and no one else in connection with the Offer and will not be responsible to anyone other than GHL for providing the protections afforded to clients of NCB Stockbrokers or for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to herein.

This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Offer is made.

Rule 8 - Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Abbey or GHL, all 'dealings' in any 'relevant securities' of Abbey or GHL (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3.30 p.m. (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the 'Offer Period' ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Abbey or Gallagher Holdings Limited, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all 'dealings' in 'relevant securities' of Abbey by GHL or 'relevant securities' of GHL by Abbey, or by any of their respective 'associates' must also be disclosed by no later than 12 noon (Dublin 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 can be found on the Panel's website at www.irishtakeoverpanel.ie.

'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 Takeover Rules, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.