Firstgroup Regulatory News (FGP)

19 Oct 2009 07:00



19 October 2009

National Express Group PLC("National Express" or the "Group")

Statement regarding press speculation

On 16 October 2009, following the announcement that the consortium comprising CVC Capital Partners and the Cosmen family (together, the "Consortium") did not intend to make an offer for the Group, the Board of National Express (the "Board") reiterated its belief that strengthening the Group's balance sheet through an equity fundraising is a key objective in order to unlock the inherent value of the Group for all shareholders. The Board believes that an equity fundraising should be executed in 2009 to secure a sustainable capital structure for the Group.

Stagecoach Group plc ("Stagecoach")

Stagecoach announced on 27 July 2009 that it was continuing to consider all options in relation to the Group. On 5 August 2009 the Takeover Panel Executive ruled that, unless the Takeover Panel Executive consented otherwise, each of the Consortium and Stagecoach must, by 5.00pm on 11 September 2009 (the "Put Up Shut Up Deadline"), either announce a firm intention to make an offer for the Group under Rule 2.5 of the Takeover Code or announce that it does not intend to make an offer for the Group. Stagecoach accepted this ruling.

On 3 September 2009, prior to the Put Up Shut Up Deadline and on the same day that the Consortium announced its 500 pence per share cash proposal for the Group, Stagecoach announced that, in light of its discussions with the Consortium to potentially acquire certain assets of the Group, it did not intend to make a formal offer in its own right to acquire the Group.*

The Board subsequently supported certain extensions to the original Put Up Shut Up Deadline, as it then applied to the Consortium, such that the Consortium was better able to reach a position where it could make a formal offer for the Group to National Express shareholders at 500 pence per share in cash. 

Following the announcement by the Consortium on 16 October 2009 that it did not intend to make an offer for the Group, the Board received a highly preliminary proposal from Stagecoach to acquire the Group in an all-share transaction, with National Express shareholders owning no more than 40% of the enlarged group (the "Stagecoach Proposal").

Stagecoach confirmed in its proposal that further work and analysis is required to determine a precise exchange ratio, the extent to which any equity needs to be issued for cash and appropriate disposals of businesses.

FirstGroup plc ("FirstGroup")

The Board confirms that it has not received any proposal from FirstGroup, other than as previously announced on 29 June 2009. FirstGroup subsequently announced on 22 July 2009 that it did not intend to make an offer for Group.**

Maximising value and certainty for National Express shareholders

The Board received various offer proposals for the Group following the announcement on 1 July 2009 that the Group had clear legal advice that its financial obligations to the East Coast rail franchise were clearly defined and limited. Each proposal was evaluated in detail by the Board and its advisers, and all discussions in relation to these proposals have concluded.

In addition, the Board has explored a range of options to accelerate the reduction of the Group's borrowings in a way that will create value for all National Express shareholders. 

The Board believes that it is now necessary to rapidly conclude this phase of potential corporate activity to avoid further disruption to the business and to allow the Group to secure additional equity funding before the end of 2009. 

Notwithstanding this, the Board will carefully consider the Stagecoach Proposal whilst continuing to progress its equity funding plans in order to assess whether the Stagecoach Proposal offers greater value and certainty to National Express shareholders.

As required by the Takeover Code, the Group confirms that this announcement is not being made with the agreement or approval of Stagecoach. Any offer made by Stagecoach for the Group within six months of 3 September 2009 must be with the agreement or recommendation of the Board*. For the avoidance of doubt, there can be no certainty that the approach by Stagecoach will lead to an offer being made for the Group or as to the terms on which any offer might be made.

A further announcement will be made when appropriate. 

* In accordance with Rule 2.8 of the Takeover Code, Stagecoach reserved the right in its 3 September 2009 announcement to make or participate in an offer for National Express (and/ or take any other action which would otherwise be restricted under Rule 2.8 of the Takeover Code) within the six months following 3 September 2009: (i) following the announcement of an offer by or on behalf of a third party (other than the Consortium) for National Express; (ii) with the agreement or recommendation of the board of directors of National Express; (iii) following the announcement by or on behalf of National Express of a "whitewash" proposal (for the purposes of Note 1 on the dispensation from Rule 9 of the Takeover Code) or a reverse takeover; or (iv) if there is a material change in circumstances.

** In accordance with Rule 2.8 of the Takeover Code, FirstGroup reserved the right in its 22 July 2009 announcement to make or participate in an offer for National Express (and/ or take any other action which would otherwise be restricted under Rule 2.8 of the Takeover Code) within the six months following 22 July 2009: (i) following the announcement of an offer by or on behalf of a third party for National Express; (ii) with the agreement or recommendation of the board of directors of National Express; (iii) following the announcement by or on behalf of National Express of a "whitewash" proposal (for the purposes of Note 1 on the dispensation from Rule 9 of the Takeover Code) or a reverse takeover; or (iv) if there is a material change in circumstances.

Enquiries:

In accordance with Rule 19.11 of the City Code on Takeovers and Mergers, a copy of this announcement will be published on National Express' website:

http://www.nationalexpressgroup.com/nx1/investor/rns/

Merrill Lynch International (a subsidiary of Bank of America Corporation) and Morgan Stanley & Co. Limited are acting exclusively for National Express Group PLC in relation to the possible offer and will not be responsible to anyone other than National Express Group PLC for providing the protections afforded to each of their clients or for providing advice in relation to the possible offer.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of National Express or Stagecoach, all "dealings" in any "relevant securities" of that company (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 London 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 National Express 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 Code, all "dealings" in "relevant securities" of National Express or Stagecoach by National Express or Stagecoach or by any of their "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether absolute or conditional, 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 Code, 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, you should consult the Panel.