Result of Rights Issue, etc

FIRSTGROUP PLC 13 August 199 Not for release, publication or distribution in or into the United States, Canada, Australia, the Republic of Ireland or the Cayman Islands FirstGroup plc Result of 1 for 4 rights issue of Stock Units to raise approximately £238 million ------------------------------------------------------------ Result of sub-underwriting tender --------------------------------- FirstGroup plc ('FirstGroup') announces that valid acceptances have been received in respect of 67,306,125 units of convertible unsecured loan stock in FirstGroup Acquisition Limited ('Stock Units'), representing approximately 77.8 per cent. of the Stock Units to be issued by FirstGroup Acquisition Limited pursuant to the rights issue announced on 22 July 1999 in connection with the proposed acquisition of Ryder Public Transportation Services, Inc. ('Ryder'). Warburg Dillon Read and Cazenove & Co., the joint brokers to FirstGroup, have procured subscribers for the 19,164,122 Stock Units in respect of which valid acceptances had not been received at 288p per Stock Unit. In accordance with the terms of the rights issue, the premium over the issue price of 275p per Stock Unit (after deducting the expenses of procuring such subscribers) of approximately 12.4p per Stock Unit will be paid to the allottees who had not taken up their entitlements pro rata, except that individual amounts of less than £3.00 will not be paid to such persons but will be retained for the benefit of FirstGroup. The ultimate conversion of the Stock Units into new FirstGroup Ordinary Shares is conditional upon permission to list the new FirstGroup Ordinary Shares having been granted by the London Stock Exchange and completion of the acquisition of Ryder which is itself conditional, inter alia, on the approval of the shareholders of FirstGroup which will be sought at an Extraordinary General Meeting of the Company. If the acquisition of Ryder is not completed, the Stock Units will be repaid at the issue price of 275p per Stock Unit with interest. A circular will be sent to shareholders containing, inter alia, an accountants' report on Ryder and notice of the Extraordinary General Meeting. This audit process is progressing and, as previously anticipated, the Directors expect that the circular will be sent to shareholders in the week commencing 23 August 1999. The latest time for registration of renunciation of fully paid allotment letters is 3.00 p.m. on 26 August 1999. It is expected that definitive certificates for the Stock Units will be despatched to holders of Stock Units in September 1999 unless the Stock Units have not already been ultimately converted into new FirstGroup Ordinary Shares by that time. It is also announced that the sub-underwriting tender conducted on 21 July 1999 resulted in an average rate of sub-underwriting commission of 1.181 per cent. Press Enquiries: --------------- Mike Mitchell Director of Corporate 0171 291 0504 Communications, or FirstGroup 0370 647353 Robert Jennings Warburg Dillon Read 0171 567 8000 Jim Renwick Warburg Dillon Read 0171 567 8000 John Paynter Cazenove & Co 0171 588 2828 Malcolm Moir Cazenove & Co 0171 588 2828

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