Proposed offering of up to £275 million Class B1 Secured Notes

05 JUL 2017

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF RAC BOND CO PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

5 July 2017

For Immediate Release

RAC Group (“RAC”)

Proposed offering of up to £275 million Class B1 Secured Notes

RAC today announces an offering (the “Offering”) by its wholly owned subsidiary RAC Bond Co plc (the “Issuer”) of fixed-rate Class B1 secured notes (the “Class B1 Notes”) under its multicurrency bond programme listed on the Irish Stock Exchange plc (the “Irish Stock Exchange”). Subject to market conditions, the Issuer is expecting to issue up to £275 million of Class B1 Notes with an Expected Maturity Date in 2022. The Class B1 Notes will be offered and sold inside the United States only to qualified institutional buyers in accordance with Rule 144A of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and outside the United States to non-U.S. persons in offshore transactions in accordance with Regulation S of the U.S. Securities Act. The Class B1 Notes are expected to be listed on the Official List of the Irish Stock Exchange and admitted to trading on the Global Exchange Market thereof.

RAC will use the proceeds from the Offering to make certain payments to its shareholders (which may be effected through a payment on shareholder loans, the distribution of a dividend or otherwise) and to pay certain administrative costs, expenses and fees in connection with the Offering.

Important notice

This announcement is for informational purposes only.

This announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other jurisdiction and such securities may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws.

This announcement is directed solely at, persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, in connection with the issue or sale of any securities referred to herein may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the this announcement or any of its contents. The securities referred to herein will not be offered or sold to any person in the United Kingdom, except in circumstances which will not result in an offer of securities to the public in the United Kingdom within the meaning of Part VI of the Financial Services and Markets Act 2000.

Forward Looking Statements

This announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including, but not limited to, terms such as “aim”, “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”, “outlook”, “plan”, “predict”, “project”, “should”, “will” or “would” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts and include statements regarding RAC’s and the Issuer’s intentions, beliefs or current expectations concerning, among other things, RAC’s and its subsidiaries’ future financial conditions and performance, results of operations and liquidity, strategy, plans, objectives, prospects, growth, goals and targets, future developments in the markets in which RAC and its subsidiaries participate or are seeking to participate, and anticipated regulatory changes in the industry in which RAC and its subsidiaries operate. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and are based on numerous assumptions. Given these risks and uncertainties, readers should not rely on forward looking statements as a prediction of actual results.

Enquiries:

For Investor enquiries, please contact:

David Whatley, Director of Group Finance
[email protected]

For Media enquiries, please contact:

RAC Press Office
[email protected]

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