Statement re Possible Offer

RNS Number : 3322W

National Express Group PLC

27 July 2009

 



National Express Group PLC

Statement regarding possible offer

National Express Group PLC ('National Express' or the 'Group') announced on 23 July 2009 that it had received an approach in connection with a possible offer for the Group from an unnamed third party. 

National Express confirms that it has received an indicative proposal from that third party, a consortium comprising funds advised by CVC Capital Partners and interests of the Cosmen family (together the 'Consortium'), to acquire for cash the entire issued and to be issued share capital of the Group it does not currently own. The Cosmen family is the Group's largest shareholder, currently owning 18.6 per cent. of the issued share capital of the Group.

The Consortium's proposal is subject to a significant number of pre-conditions and assumptions, including: retention, following a change of control, of the Group's East Anglia and c2c rail franchises; extension of the East Anglia franchise to April 2014; receiving bank financing on appropriate terms; and satisfactory completion of extensive due diligence. 

The Independent Board of National Express is evaluating the Consortium's proposal, including the extent of pre-conditionality and overall deliverability. 

Jorge Cosmen, Non Executive Deputy Chairman of National Express, did not take part in any Independent Board discussions relating to the Consortium's approach or the proposal.

The Independent Board also notes the announcement today by Stagecoach Group plc ('Stagecoach') that it is considering its options in relation to National Express and that it is in exclusive discussions with the Consortium regarding the possible acquisition of certain businesses and assets of National Express in the event that the Consortium acquires National Express.

The Independent Board will seek to clarify the status of Stagecoach's discussions with the Consortium and the potential impact on the deliverability of the Consortium's proposal.

As required by the Takeover Code, National Express confirms that this announcement is not being made with the agreement or approval of the Consortium. For the avoidance of doubt, there can be no certainty that the approach by the Consortium will lead to an offer being made for National Express or as to the terms on which any offer might be made.

The Group will announce its first half year results, for the six months ended 30 June 2009, on 30 July 2009.

A further announcement regarding the possible offer will be made when appropriate.

Enquiries:

National Express Group PLC
Jez Maiden Group Finance Director	020 7506 4324
Nicole Lander Director of Communications	0121 460 8401
Maitland	020 7379 5151
Neil Bennett
George Hudson
Merrill Lynch International	020 7628 1000
Simon Mackenzie-Smith
Simon Fraser (Corporate Broking)
Morgan Stanley & Co. Limited	020 7425 8000
Matthew Jarman
Peter Moorhouse (Corporate Broking)
Greenhill & Co. International LLP	020 7198 7400
Simon Borrows
Hugh Tidbury

Merrill Lynch International (a subsidiary of Bank of America Corporation), Morgan Stanley & Co. Limited and Greenhill & Co. International LLP 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 or Stagecoach 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.  

 

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