HWY Highway Ins.

    RNS Number : 3398F
  Liverpool Victoria Friendly Society
  08 October 2008
   

                                            FORM 8.1                        
    DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
    FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
    (Rules 8.1(a) and (b)(i) of the Takeover Code)

    1.    KEY INFORMATION

 Name of person dealing (Note          Liverpool Victoria
 1)                                     Insurance Company
                                  Limited (beneficial and
                                        registered owner)


                                            Shore Capital
                                     Stockbrokers Limited
                                                (dealing)

 Company dealt in                Highway Insurance Group
                                 Plc
                                  
 Class of relevant security to   Ordinary Shares of 20
 which the dealings being        pence each
 disclosed relate (Note 2)
  
 Date of dealing                 7 October 2008


    2.    INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

    (a)    Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

                                                    Long             Short

                                             Number       (%)    Number    (%)
 (1) Relevant securities                     33,262,642*  16.28  N/A   

 (2) Derivatives (other than options)        N/A                 N/A

 (3) Options and agreements to               N/A                 N/A
 purchase/sell

 Total                                       33,262,642*  16.28  N/A


    * In addition (i) Mr. Philip Bunker, a director of Liverpool Victoria Insurance Company Limited, has an interest in 2,596 Highway
Insurance Group Plc ordinary shares of 20 pence each; (ii) Liverpool Victoria Asset Management has an interest in 291,600 Highway Insurance
Group Plc ordinary shares of 20 pence each, held in the normal course of its investment business activities; and (iii) Liverpool Victoria
Insurance Company Limited has received irrevocable commitments from directors of Highway Insurance Group Plc in respect of 908,347 Highway
Insurance Group Plc ordinary shares of 20 pence each, representing approximately 0.44 per cent. of its existing issued share capital, all as
announced and described in the formal offer announcement dated 28 August 2008. 

    (b)    Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

 Class of relevant security:                      Long             Short

                                            Number       (%)  Number       (%)

 (1) Relevant securities                    N/A               N/A

 (2) Derivatives (other than options)       N/A               N/A

 (3) Options and agreements to              N/A               N/A
 purchase/sell

 Total                                      N/A               N/A


    (c)    Rights to subscribe (Note 3)

 Class of relevant security:  Details

 N/A                          N/A


    3.    DEALINGS (Note 4)

    (a)    Purchases and sales

 Purchase/sale  Number of securities  Price per unit (Note 5)

 Purchase                  4,599,696  72.5 pence per share



    (b)    Derivatives transactions (other than options)

 Product name,   Long/short (Note 6)  Number of securities  Price per unit (Note 5)
 e.g. CFD                             (Note 7)
 N/A                             N/A                   N/A                      N/A




    (c)    Options transactions in respect of existing securities
    (i)    Writing, selling, purchasing or varying

 Product name,  Writing, selling,     Number of securities  Exercise  Type, e.g. American,  Expiry   Option money
 e.g. call      purchasing, varying   to which the option   price     European etc.         date     paid/received per
 option         etc.                  relates (Note 7)                                               unit (Note 5)

 N/A                             N/A                   N/A       N/A                   N/A      N/A                  N/A



    (ii)    Exercising

 Product name, e.g. call option  Number of securities  Exercise price per unit (Note 5)
 N/A                                              N/A                               N/A


    (d)    Other dealings (including new securities) (Note 4)

 Nature of transaction (Note 8)  Details  Price per unit (if applicable) (Note
                                          5) 
 N/A                                 N/A                                   N/A








    4.    OTHER INFORMATION

    Agreements, arrangements or understandings relating to options or derivatives


 Full details of any agreement, arrangement or understanding between the
 person disclosing and any other person relating to the voting rights of any
 relevant securities under any option referred to on this form or relating to
 the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative referred to on this form is referenced. If
 none, this should be stated.  

 None



    Is a Supplemental Form 8 attached? (Note 9)                NO


 Date of disclosure              7 October 2008
                                  
 Contact name                    Steven Daniels
                                  
 Telephone number                020 7634 4208
                                  
 Name of offeree/offeror with    Liverpool Victoria Insurance Company Limited
 which associated                 
 Specify category and nature of  Connected adviser (broker) to Liverpool Victoria
 associate status (Note 10)                             Insurance Company Limited



    Notes

    The Notes on Form 8.1 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk





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