Statement re Possible Offer

RNS Number : 0784Y

National Express Group PLC

27 August 2009

 



27 August 2009  

National Express Group PLC

Statement regarding possible offer

National Express Group PLC ('National Express' or the 'Group') today announces that the consortium, comprising funds advised by CVC Capital Partners and interests of the Cosmen family (together the 'Consortium'), has made a revised proposal to acquire the entire issued and to be issued share capital of the Group for 450 pence per share in cash.

The Independent Board of National Express is evaluating the Consortium's revised proposal and a further announcement will be made when appropriate.

The Independent Board continues to explore 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. In this context, the Independent Board has been discussing a potential equity fundraising with investors should a recommendable offer not be forthcoming.

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.

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

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)

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 Group PLC ('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.  

 

END

 

 

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