Rule 5.4 Announcement - Replacement

The following replaces the announcement released on the 2nd August 2012 at 11.10 RNS number 1630J. Amendments re: clarification of trade date and Gallagher Holdings Limited directors' responsibility. The full amended text appears below.

Abbey plc

Rule 5.4 Announcement - Amendment

Gallagher Holdings Limited

02 August 2012

ANNOUNCEMENT IN ACCORDANCE WITH RULE 5.4 OF THE IRISH TAKEOVER RULES

GALLAGHER HOLDINGS LIMITED (amendment)

Further to the Rule 2.5 announcement made by Gallagher Holdings Limited on 1 August 2012 and in accordance with Rule 5.4 of the Irish Takeover Rules, Gallagher Holdings Limited ("GHL") confirms that it acquired 931,578 ordinary shares ("Shares") in Abbey plc from I. G. International Management Ltd on 1 August 2012, at a price of Stg 530 pence per share.

The Shares acquired represent approximately 4.4 per cent. of the entire issued ordinary share capital of Abbey plc. GHL's total shareholding following the acquisition is 11,098,081 ordinary shares, representing approximately 51.6 per cent. of the existing issued ordinary share capital of Abbey plc. 

In addition to the Gallagher Holdings Limited shareholding disclosed above, members of the Gallagher family who are acting in concert with GHL hold in aggregate 41,140 Abbey Shares, representing approximately 0.2 per cent. of the existing issued ordinary share capital of Abbey plc. 

The acquisition of these shares triggered a requirement under Rule 9 of the Irish Takeover Rules to make a mandatory cash offer for the entire issued and to be issued ordinary share capital of Abbey (other than those Abbey Shares that are already owned by Gallagher Holdings Limited) at the highest price paid by Gallagher Holdings Limited for Abbey Shares over the last 12 months.

Notes

The Directors of Gallagher Holdings Limited accept responsibility for the information contained in this Announcement save that the only responsibility accepted by the Directors of Gallagher Holdings Limited in respect of such information relating to Abbey, which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and presented. Subject to the aforesaid, to the best of the knowledge and belief of the Directors of Gallagher Holdings Limited (who have taken reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish 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 Gallagher Holdings Limited, all 'dealings' in any 'relevant securities' of Abbey or Gallagher Holdings Limited (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 pm (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 Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Abbey by Gallagher Holdings Limited or 'relevant securities' of Gallagher Holdings Limited 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.

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange