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Prism Rail PLC (PIM)

  Print      Mail a friend       Annual reports

Tuesday 18 July, 2000

Prism Rail PLC

Offer for Prism Rail Plc--Pt2

Prism Rail PLC
18 July 2000


PART 2
                                  APPENDIX I                                  
                                                                              
              CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER               

The Offer (including the Mix and Match Election), which will comply with the
City Code and the Listing Rules of the UK Listing Authority, will be subject
to the following conditions:-

(a) valid acceptances being received (and not, where permitted, withdrawn)
    by not later than 3.00 p.m. on the first closing date of the Offer (or
    such later time(s) and/or date(s) as National Express may, subject to
    the rules of the City Code, decide) in respect of not less than 90 per
    cent. (or such lesser percentage as National Express may decide) in
    nominal value of the Prism Rail Shares to which the Offer relates,
    provided that, unless agreed by the Panel, this condition will not be
    satisfied unless National Express and/or its wholly-owned subsidiaries
    have acquired or agreed to acquire (whether pursuant to the Offer or
    otherwise), directly or indirectly, shares in Prism Rail carrying, in
    aggregate, over 50 per cent. of the voting rights then normally
    exercisable at general meetings of Prism Rail on such basis as may be
    required by the Panel (including for this purpose, to the extent (if
    any) required by the Panel, any voting rights attaching to any shares
    which are unconditionally allotted or issued before the Offer becomes or
    is declared unconditional as to acceptances, whether pursuant to the
    exercise of conversion or subscription rights or otherwise); and for
    this purpose (i) the expression 'Prism Rail Shares to which the Offer
    relates' shall be construed in accordance with sections 428-430F of the
    Companies Act 1985; and (ii) shares which have been unconditionally
    allotted shall be deemed to carry the voting rights which they will
    carry on issue;

(b) the UK Listing Authority agreeing to admit the New National Express
    Shares to the Official List of the UK Listing Authority and (unless the
    Panel otherwise agrees) such admission becoming effective in accordance
    with the Listing Rules of the UK Listing Authority and the London Stock
    Exchange agreeing to admit the New National Express Shares to trading on
    its market for listed securities and (unless the Panel otherwise agrees)
    such admission becoming effective in accordance with its admission and
    disclosure standards;

(c) the Office of Fair Trading indicating, in terms satisfactory to National
    Express, that it is not the intention of the Secretary of State for
    Trade and Industry to refer the proposed acquisition of Prism Rail by
    National Express, or any matters arising therefrom, to the Competition
    Commission;

(d) no government or governmental, quasi-governmental, supranational,
    statutory or regulatory body, or any court, institution, investigative
    body, association, trade agency or professional or environmental body or
    (without prejudice to the generality of the foregoing) any other person
    or body in any jurisdiction (each, a 'Relevant Authority') having
    decided to take, instituted, implemented or threatened any action,
    proceedings, suit, investigation or enquiry or enacted, made or proposed
    any statute, regulation or order or otherwise taken any other step or
    done any thing, and there not being outstanding any statute, legislation
    or order, that would or might:-

    (i)    restrict, restrain, prohibit, delay, impose additional conditions
           or obligations with respect to, or otherwise interfere with the
           implementation of, the Offer or the acquisition of any Prism Rail
           Shares by National Express or any matters arising therefrom, in any
           such case to a material extent;

    (ii)   require, prevent, delay or affect the divestiture by any member of
           the Wider National Express Group or any member of the Wider Prism
           Rail Group of all or any material portion of their respective
           businesses, assets or property or of any Prism Rail Shares or other
           securities in Prism Rail or impose any material limitation on the
           ability of any of them to conduct their respective businesses or
           own their respective assets or properties or any part thereof;

    (iii)  impose any material limitation on the ability of any member of
           the Wider National Express Group to acquire or hold or exercise
           effectively, directly or indirectly, all rights of ownership in any
           of the Prism Rail Shares (whether acquired pursuant to the Offer or
           otherwise);

    (iv)   require any member of the Wider National Express Group or the Wider
           Prism Rail Group to offer to acquire any shares or other securities
           or rights thereover in any member of the Wider Prism Rail Group
           owned by any third party;

    (v)    make the Offer or its implementation or the proposed acquisition of
           any Prism Rail Shares or any other shares or securities in, or
           control of, Prism Rail, illegal, void or unenforceable in or under
           the laws of any jurisdiction;

    (vi)   impose any material limitation on the ability of any member of the
           Wider National Express Group or the Wider Prism Rail Group to co-
           ordinate its business, or any part of it, with the business of any
           other member of the Wider National Express Group or the Wider Prism
           Rail Group; or

    (vii)  result in an amendment to or revocation of any licences granted by
           the Office of the Rail Regulator to Prism Rail or any other member
           of the Wider Prism Rail Group under the Railways Act 1993; or
    
    (viii) otherwise adversely affect any or all of the businesses,
           assets, prospects or profits of any member of the Wider National
           Express Group or the Wider Prism Rail Group or the exercise of
           rights of shares of any company in the Prism Rail Group to an
           extent which is material in the context of respectively the
           National Express Group taken as a whole or the Prism Rail Group
           taken as a whole,

     and all applicable waiting periods during which such Relevant Authority
     could institute, implement or threaten any such action, proceeding,
     suit, investigation, enquiry or reference or otherwise intervene having
     expired, lapsed or been terminated;
   
(e)  the Director of Passenger Rail Franchising consenting under each
     passenger rail franchise agreement to which Prism Rail is a party to a
     change in control of Prism Rail (and if any such consent is given
     conditionally, on conditions satisfactory to National Express), or the
     Director of Passenger Rail Franchising indicating that such consent is
     not required;

(f)  all authorisations, orders, grants, consents, clearances, licences,
     permissions and approvals, in any jurisdiction, deemed necessary or
     appropriate in the reasonable opinion of National Express for or in
     respect of the Offer, the proposed acquisition of any shares or
     securities in, or control of, Prism Rail or any member of the Wider
     Prism Rail Group by any member of the Wider National Express Group or
     the carrying on of the business of any member of the Wider Prism Rail
     Group or the Wider National Express Group, the issue of the New National
     Express Shares or any matters arising therefrom being obtained in terms
     satisfactory to National Express from all appropriate Relevant
     Authorities or (without prejudice to the generality of the foregoing)
     from any persons or bodies with whom any members of the Wider Prism Rail
     Group or the Wider National Express Group has entered into contractual
     arrangements and such authorisations, orders, grants, consents,
     clearances, licences, permissions and approvals remaining in full force
     and effect and there being no intimation of any intention to revoke or
     not to renew the same and all necessary filings having been made, all
     appropriate waiting and other time periods (including extensions
     thereto) under any applicable legislation and regulations in any
     jurisdiction having expired, lapsed or been terminated and all necessary
     statutory or regulatory obligations in any jurisdiction in respect of
     the Offer or the proposed acquisition of Prism Rail by National Express
     or of any Prism Rail Shares or any matters arising therefrom having been
     complied with;

(g)  appropriate assurances being received, in terms satisfactory to National
     Express, from the Relevant Authorities or any party with whom any member
     of the Wider Prism Rail Group has any contractual or other relationship
     that the interests held by any member of the Wider Prism Rail Group
     under licences, leases, consents, permits and other rights will not be
     adversely amended or otherwise affected by the Offer or the proposed
     acquisition of Prism Rail or any matters arising therefrom, that such
     licences, leases, consents, permits and other rights are in full force
     and effect and that there is no intention to revoke or amend any of the
     same;

(h)  save as disclosed in the Disclosure Letter, there being no provision of
     any agreement, instrument, permit, licence or other arrangement to which
     any member of the Wider Prism Rail Group is a party or by or to which it
     or any of its assets may be bound or subject which, as a consequence of
     the Offer or the acquisition of Prism Rail or because of a change in the
     control or management of Prism Rail or any member of the Prism Rail
     Group or any matters arising therefrom or otherwise, could or might have
     the result (to an extent which would have a material adverse effect on
     the Prism Rail Group taken as a whole) that:-

     (i)  any moneys borrowed by, or other indebtedness, actual or contingent,
          of, or grant available to, any member of the Wider Prism Rail Group
          becomes or is capable of being declared repayable immediately or
          earlier than the repayment date stated in such agreement, instrument
          or other arrangement or the ability of any member of the Wider Prism
          Rail Group to borrow moneys or incur indebtedness is withdrawn,
          inhibited or adversely affected;

     (ii) any mortgage, charge or other security interest is created over
          the whole or any part of the business, property or assets of any
          member of the Wider Prism Rail Group or any such security (whenever
          arising) becomes enforceable;

    (iii) any such agreement, instrument, permit, licence or other
          arrangement, or any right, interest, liability or obligation of any
          member of the Wider Prism Rail Group therein, is terminated or
          adversely modified or affected or any action is taken or onerous
          obligation arises thereunder;

     (iv) the value of any member of the Wider Prism Rail Group or its
          financial or trading position is prejudiced or adversely affected;

     (v)  any material asset or, other than in the ordinary course of
          business, any asset of the Wider Prism Rail Group being or falling
          to be charged or disposed of;

    (vi)  the rights, liabilities, obligations or interests or business of
          any member of the Wider Prism Rail Group in or with any other
          person, firm or company (or any arrangement relating to such
          interest or business) is terminated, modified or adversely affected;
          or

    (vii) any member of the Wider Prism Rail Group ceases to be able to carry
          on business under any name under which it currently does so;

(i) since 31 March 2000 (being the date to which the latest published
    audited report and accounts of Prism Rail were made up), no member of
    the Prism Rail Group having:-

     (i)  issued or agreed to issue or authorised or proposed the issue of
          additional shares of any class or issued or authorised or proposed
          the issue of or granted securities convertible into or rights,
          warrants or options to subscribe for or acquire such shares or
          convertible securities (save for options granted and for any Prism
          Rail Shares allotted upon exercise of options granted under the
          Prism Rail Share Option Scheme) or redeemed, purchased or reduced or
          announced any intention to do so or made any other change to any
          part of its share capital or (where such change is material in the
          control of the Prism Rail Group as a whole) loan capital, save as
          disclosed in the Disclosure Letter;

     (ii) recommended, declared, paid or made or proposed to recommend,
          declare, pay or make any dividend, bonus or other distribution other
          than dividends lawfully paid to Prism Rail or wholly-owned
          subsidiaries of Prism Rail or disclosed in the Disclosure Letter;

    (iii) authorised or proposed or announced its intention to propose any
          merger or acquisition or disposal or transfer of material assets or
          shares;

    (iv)  issued or authorised or proposed the issue of any debentures or
          incurred or increased any indebtedness or contingent liability which
          in either case is material in the context of the Prism Rail Group
          taken as a whole;

     (v)  disposed of or transferred, mortgaged or encumbered any asset or any
          right, title or interest in any asset or entered into or varied any
          contract, commitment or arrangement (whether in respect of capital
          expenditure or otherwise) which is of a long term or unusual nature
          or which involves or could involve an obligation of a nature or
          magnitude which is material or authorised, proposed or announced any
          intention to do so in any case which is material in the context of
          the Prism Rail Group taken as a whole;

    (vi)  entered into or varied or proposed to enter into or vary any
          contract, reconstruction, amalgamation, arrangement or other
          transaction which is of a long term or unusual or onerous nature or
          is otherwise than in the ordinary course of business or announced
          any intention to do so;

    (vii) entered into, or varied the terms of, any contract or agreement
          with any of the directors or senior executives of Prism Rail or any
          member of the Wider Prism Rail Group except as disclosed in the
          Disclosure Letter;

   (viii) taken or proposed any corporate action or had any legal
          proceedings started or threatened against it for its winding-up,
          dissolution or reorganisation or for the appointment of a receiver,
          administrator, administrative receiver, trustee or similar officer
          of all or any of its assets and revenues;

    (ix)  waived or compromised any claim other than in the ordinary course
          of business;

     (x)  made any amendment to its memorandum or articles of association;

    (xi)  entered into any contract, transaction or arrangement which is or
          may be restrictive on the business of any member of the Wider Prism
          Rail Group or the Wider National Express Group;

   (xii)  entered into any contract, commitment or agreement with respect
          to any of the transactions or events referred to in this condition
          (i); and

  (xiii)  been unable or admitted that it is unable to pay its debts or
          having stopped or suspended (or threatened to stop or suspend)
          payment of its debts generally or ceased or threatened to cease
          carrying on all or a substantial part of its business;

(j) since 31 March 2000 (being the date to which the latest published
    audited report and accounts of Prism Rail were made up) and save as
    publicly announced prior to 18 July 2000: -

     (i)  no litigation, arbitration, prosecution or other legal proceedings
          having been instituted, announced or threatened or become pending or
          remained outstanding by or against any member of the Wider Prism
          Rail Group or to which any member of the Wider Prism Rail Group is
          or may become a party (whether as plaintiff, defendant or otherwise)
          which in any case is material in the context of the Prism Rail
          Group, taken as a whole;

    (ii)  no adverse change having occurred in the business, assets,
          financial or trading position, profits or prospects of any member of
          the Wider Prism Rail Group which might be material to the Prism Rail
          Group taken as a whole and save as disclosed in the Disclosure
          Letter; and

    (iii) no investigation by any Relevant Authority having been threatened,
          announced, implemented or instituted or remaining outstanding;

(k)  National Express not having discovered that:-

     (i)  any business, financial or other information concerning any member
          of the Prism Rail Group disclosed, publicly or otherwise at any time
          to National Express, by or on behalf of any member of the Prism Rail
          Group, either contains a material misrepresentation of fact or omits
          to state a fact necessary to make the information contained therein
          not materially misleading; or

    (ii)  any member of the Wider Prism Rail Group is subject to any material
          liability, actual or contingent, which is not disclosed in the
          annual report and accounts of Prism Rail for the financial year
          ended 31 March 2000; or

    (iii) any past or present member of the Wider Prism Rail Group has not
          complied with all applicable legislation or regulations of any
          jurisdiction with regard to the storage, disposal, discharge,
          spillage, leak or emission of any waste or hazardous substance or
          any substance likely to impair the environment or to harm human
          health or otherwise relating to environmental matters (which non-
          compliance might give rise to any liability (whether actual or
          contingent) on the part of any member of the Wider Prism Rail Group)
          or that there has otherwise been any such disposal, discharge,
          spillage, leak or emission (whether or not the same constituted a
          non-compliance by any person with any such legislation or
          regulations and wherever the same may have taken place) which in any
          such case might give rise to any material liability (whether actual
          or contingent) on the part of any member of the Wider Prism Rail
          Group; or

     (iv) there is or is likely to be any material liability (whether actual
          or contingent) to make good, repair, reinstate or clean up any
          property now or previously owned, occupied or made use of by any
          past or present member of the Wider Prism Rail Group or any
          controlled waters under any environmental legislation, regulation,
          notice, circular or order of any Relevant Authority or third party
          or otherwise; or

      (v) that circumstances exist (whether as a result of the making of the
          Offer or otherwise) which might lead to any Relevant Authority
          instituting or any member of the Wider Prism Rail Group or the Wider
          National Express Group might be required to institute, an
          environmental audit or take any other steps which in any such case
          might result in any actual or contingent material liability to
          improve or install new plant or equipment or make good, repair, re-
          instate or clean up any land or other asset now or previously owned,
          occupied or made use of by any member of the Wider Prism Rail Group;
          or

     (vi) circumstances exist whereby a person or class of persons might have
          any claim or claims in respect of any product or process of
          manufacture or materials used therein now or previously
          manufactured, sold or carried out by any past or present member of
          the Wider Prism Rail Group.

National Express reserves the right to waive all or any of conditions (c) to
(k) (inclusive) above, in whole or in part.  Condition (b) must be fulfilled
within 21 days after the later of the first closing date of the Offer and the
date on which condition (a) is fulfilled and conditions (c) to (k)
(inclusive) must be satisfied as at, or waived on or before, 21 days after
the later of the first closing date of the Offer and the date on which
condition (a) is fulfilled (or in each case such later date as the Panel may
agree) provided that National Express shall be under no obligation to waive
or treat as satisfied any of conditions or (c) to (k) (inclusive) by a date
earlier than the latest date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.

If National Express is required by the Panel to make an offer for Prism Rail
Shares under the provisions of Rule 9 of the City Code, National Express may
make such alterations to the conditions as are necessary to comply with the
provisions of that Rule.

The Offer will lapse if the Offer is referred to the Competition Commission
or if the European Commission in respect thereof either initiates proceedings
under article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral
to a competent authority of the United Kingdom under article 9(1) of that
regulation, before (in any such case) the later of the first closing date of
the Offer and the date when the Offer become or is declared unconditional as
to acceptances.



                                 APPENDIX II                                  
                                                                              
                       FINANCIAL EFFECTS OF ACCEPTANCE                        
     
     
The following tables show, for illustrative purposes only and on the bases
and assumptions set out in the notes below, the financial effects of
acceptance of the Offer, (ignoring the Mix and Match Election and including
the Special Dividend) on capital value and income for an accepting holder of
one Prism Rail Share, if the Offer becomes or is declared wholly
unconditional. In assessing the financial effects of acceptance, no account
has been taken of fractional entitlements or the impact of any liability to
taxation.
                                      
                                                   
Increase in capital value                          Offer
                                                  (pence)
                                      Notes
Market  value  of  a  Prism  Rail      (i)         500.6
Share
Consideration                         (ii)         
-  Cash                                            282.5
-  0.375   of  a  New  National                    292.5
Express Share
-  Special Dividend                                 40.0
Total consideration                                615.0

Increase in capital value                          114.4
Representing an increase of:            %           22.9

Increase in income                    Notes        

Dividend  income on a Prism  Rail     (iii)         16.5
Share

Income from re-investment of cash     (iv)          16.4
consideration
Income   from  re-investment of       (iv)           2.3
Special Dividend
Dividend  income on 0.375 of a        (v)            6.8
National Express Share
Total income                                        25.5

Increase in income                                   9.0
Representing an increase of:            %           54.5


     Notes

     (i)  The market value of a Prism Rail Share is calculated on the basis of
          the Closing Price of a Prism Rail Share of 512.5 pence as derived
          from the Official List of the UK Listing Authority on 17 July 2000
          (the last dealing day prior to this announcement) adjusted to
          exclude the Final Dividend of 11.9 pence to show the pro-forma ex
          dividend position.

     (ii) In calculating the value of the consideration, each New National
          Express Share has been valued at 780.0 pence as derived from the
          Official List of the UK Listing Authority on 17 July 2000 (the last
          dealing day prior to this announcement) and the Special Dividend
          consideration has been valued at 40.0 pence per share.

    (iii) The income of a Prism Rail Share is based on the total dividend of
          16.5 pence per Prism Rail Share paid in respect of the year ended 31
          March 2000 before deduction of any withholding taxes.

     (iv) The gross income from the cash consideration and Special Dividend
          has been calculated on the assumption that the cash is re-invested
          so as to yield 5.82 per cent. per annum, being the FTSE Actuaries
          Government Securities Index average gross redemption yield for UK
          gilts with a maturity of up to five years as obtained from the
          Financial Times on 17 July 2000 (reflecting trading on 14 July
          2000), the latest practicable date prior to the publication of this
          announcement.

     (v)  The income on a National Express Share is based on the total
          dividend of 18.2 pence per National Express Share paid in respect of
          the year ended 31 December 1999 before deduction of any withholding
          taxes.



                                 APPENDIX III                                 
                                                                              
                       BASES AND SOURCES OF INFORMATION                       

(i)   Unless otherwise stated, financial information concerning National
      Express and Prism Rail has been extracted without material adjustment
      from the published annual report and accounts, interim results or other
      public announcements for the relevant company.

(ii)  The value of the fully diluted share capital of Prism Rail is based on a
      fully diluted share capital of 26,964,818 shares (consisting of
      25,796,797 issued Prism Rail Shares, 1,090,785 options held over Prism
      Rail Shares and 77,236 Prism Shares to be allocated for the Prism Rail
      Profit Sharing Scheme) as at 17 July 2000 (the last practicable date
      prior to this announcement) and as notified by Prism Rail to National
      Express.

(iii) The premium of 22.9per cent. over the Closing Price of a Prism Rail
      Share on 17 July 2000, the last dealing day prior to this announcement,
      is calculated on the following basis:

                                                          Pence
      Value  of  Offer  (together  with  Special          615.0
      Dividend) per Prism Rail Share

      Closing Price of a Prism Rail Share                 512.5
      Less: Final Dividend                                (11.9)
      Closing  Price of a Prism Rail  Share  (ex          500.6
      dividend)

      Premium                                             22.9%

(iv)  Passenger volume growth of 30 per cent. in the last five years and
      expected passenger volume growth of a further 50 per cent. during the
      next ten years, referred to in paragraph 5 of this announcement, is
      based on information published by the Association of Train Operating
      Companies and Railtrack Group plc.

(v)   Passenger numbers and growth at Stansted Airport referred to in
      paragraph 5 of this announcement are based on information published by
      BAA plc on its corporate website.



                                 APPENDIX IV                                  
                                                                              
                                 DEFINITIONS                                  

'City Code'     The City Code on Takeovers and Mergers
                
'Closing Price' the closing middle market quotation of a relevant share as
                derived from the Official List of the UK Listing Authority
                
'Disclosure     the letter, from Prism Rail to National Express referred to
Letter'         in Appendix I, dated 17 July 2000
                
'Dresdner       Kleinwort Benson Limited
Kleinwort       
Benson'

'Enlarged       the National Express Group following the acquisition of
Group'          Prism Rail pursuant to the Offer
                
'Final          the final dividend of 11.9 pence per Prism Rail Share
Dividend'       recommended by the directors of Prism Rail 15 June 2000, which
                is expected to be paid on 25 August 2000 to Prism Rail
                Shareholders on the register at the close of business on 28
                July 2000, subject to approval at the Annual General Meeting
                of Prism Rail, which has been convened for 19 July 2000
                
'Form of        the form of acceptance, authority and election relating to
Acceptance'     the Offer which will accompany the Offer Document
                
'Founder        Godfrey Burley, Giles Fearnley, Bob Howells, Len Wright,
Shareholders'   Stuart Wilde, Peter Shipp, Richard Soper, Philip Race, Graham
                Willett (and connected persons, where relevant)

'London Stock   London Stock Exchange Limited
Exchange'

'Merrill Lynch' Merrill Lynch International
                
'Mix and Match  the facility under which Prism Rail Shareholders (other than
Election'       certain overseas shareholders) who validly accept the Offer
                may elect, subject to availability, to vary the proportion in
                which they receive New National Express Shares and cash in
                respect of their holding of Prism Rail Shares
                
'National       National Express Group PLC
Express'

'National       National Express and its subsidiary and associated
Express Group'  undertakings and, where the context permits, each of them
                
'National       holders of National Express Shares
Express
Shareholders'

'National       the existing issued and fully paid ordinary shares of 5p each
Express Shares' in National Express
                
'New National   the new National Express Shares to be issued to validly
Express Shares' accepting Prism Rail Shareholders pursuant to the Offer
                
'Offer'         the recommended offer to be made by Merrill Lynch on behalf of
                National Express to acquire the Prism Rail Shares not already
                owned or agreed to be acquired by National Express on the
                terms and subject to the conditions to be set out in the Offer
                Document including, save where the context otherwise requires,
                any subsequent revision, variation, extension or renewal of
                such offer
                
'Offer          the offer document which will be posted to Prism Rail and, for
Document'       information only, to holders of options over Prism Rail Shares
                as soon as is practicable and which provides full details of
                the National Express Offer
                
'Other Founder  founder shareholders, who are not also directors of Prism
Shareholders'   Rail, comprising Len Wright, Stuart Wilde, Peter Shipp,
                Richard Soper, Philip Race, Graham Willett (and connected
                persons, where relevant)

'Panel'         The Panel on Takeovers and Mergers
                
'Prism Rail'    Prism Rail PLC
                
'Prism Rail     Prism Rail and its subsidiary and associated undertakings
Group'          and, where the context permits, each of them

'Prism Rail     holders of Prism Rail Shares
Shareholders'

'Prism Rail     the existing issued and fully paid ordinary shares of 5p
Shares'         each in Prism Rail and any further such shares which are
                unconditionally allotted or issued before the date on which
                the Offer closes (or such earlier date, not being earlier than
                the date on which the Offer becomes or is declared
                unconditional as to acceptances or, if later, the first
                closing date of the Offer, as National Express may decide)

'Prism Rail     the Prism Rail 1996 Unapproved Share Option Scheme
Share Option
Scheme'         

'Special        the special dividend of 40.0 pence per Prism Rail Share 
Dividend'       to be paid:
                
                (i)    in respect of Prism Rail Shares in issue when the Offer
                       becomes or is declared unconditional in all respects,
                       to Prism Rail Shareholders on the register at the close
                       of business on that date; and

                (ii)   in respect of shares in Prism Rail issued  pursuant to
                       the exercise of options under the Prism Rail Share
                       Option Scheme after the Offer is declared unconditional
                       in all respects but before the Offer closes, to persons
                       to whom such shares in Prism Rail are issued;
                
                in each case conditional on the Offer becoming or being
                declared unconditional in all respects
                
'sSRA'          shadow Strategic Rail Authority
                
'UK'            the United Kingdom of Great Britain and Northern Ireland
                
'United         the United States of America, its territories and possessions,
States', 'US'   any state of the United States of America and the District of
or 'USA'        Columbia, and all other areas subject to its jurisdiction

'WAGN'          'West Anglia Great Northern Railway Limited'
                
'Wider National National Express and its subsidiary undertakings, associated
Express Group'  undertakings and any other undertakings in which National
                Express and such undertakings (aggregating their interests)
                have a significant interest

'Wider Prism    Prism Rail and its subsidiary undertakings, associated 
Rail Group'     undertakings and any other undertakings in which Prism Rail
                and such undertakings (aggregating their interests) have a
                significant interest

                for the purposes of the two definitions above, 'subsidiary
                undertaking', 'associated undertaking' and 'undertaking' have
                the meanings given by the Companies Act 1985 (but for these
                purposes ignoring paragraph 20(1)(b) of Schedule 4A to the
                Companies Act 1985) and 'significant interest' means a direct
                or indirect interest in 10 per cent. or more of the equity
                capital of an undertaking