Prism Rail PLC
14 August 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
14 August 2000
NATIONAL EXPRESS GROUP PLC ('NATIONAL EXPRESS')
RECOMMENDED OFFER FOR PRISM RAIL PLC ('PRISM RAIL')
On 18 July 2000 and, as set out formally in the Offer Document dated 21 July
2000, it was announced that the boards of National Express and Prism Rail had
reached agreement on the terms of a recommended offer, to be made by Merrill
Lynch on behalf of National Express, for the entire issued and to be issued
share capital of Prism Rail.
National Express announces that as at 3.00pm on 11 August 2000, the first
closing date of the Offer, valid acceptances of the Offer which are complete
in all respects had been received in respect of 22,889,291 Prism Rail Shares
(representing approximately 88.4 per cent. of the issued share capital of
The directors and Other Founder Shareholders of Prism Rail (and certain
connected persons and related trusts) irrevocably undertook to accept the
Offer in respect of 5,671,112 Prism Rail Shares representing approximately
21.9 per cent. of the issued share capital of Prism Rail.
In addition, UBS Asset Management Limited, Aberforth Partners and Aberforth
Unit Trust Managers Ltd. irrevocably undertook to accept the Offer in respect
of 3,244,187 Prism Rail Shares representing approximately 12.5 per cent. of
the issued share capital of Prism Rail.
These acceptances are included in the acceptances referred to above.
Save as set out above neither National Express, nor any of the directors of
National Express, nor so far as National Express is aware any party acting in
concert with National Express, owned any Prism Rail Shares or rights over
Prism Rail Shares prior to the Offer Period nor have they acquired or agreed
to acquire any Prism Rail Shares or rights over Prism Rail Shares during the
Offer Period, other than by way of acceptances of the Offer.
The Offer and the Mix and Match Election have been extended to 3.00 pm on
Tuesday 29 August 2000. The Mix and Match Election may be closed without
further notice on that date. Prism Rail Shareholders who have not yet
accepted the Offer are urged to do so without delay.
As announced on 26 July 2000, the period for considering the Merger Notice
given under Section 75A of the Fair Trading Act 1973 (the 'Act'), will expire
on 22 August unless extended by the Director General under Section 75B(3) of
Terms defined in the Offer Document have the same meaning in this press
release unless the context requires otherwise.
William Rollason, Finance
Telephone: 020 7529 2000
Mark Preston, Managing
Telephone: 020 7628 1000
Telephone: 020 7831 3113
Merrill Lynch, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for National Express and no
one else in connection with the Offer and will not be responsible to anyone
other than National Express for providing the protections afforded to
customers of Merrill Lynch or for giving advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into, by use of the
mails or any means of instrumentality (including, without limitation,
facsimile transmissions, telex or telephone) of interstate or foreign
commerce of, or any facilities of a securities exchange of, the United States
nor is it being made in or into Canada, Australia, or Japan and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facilities or from or within the United States, Canada, Australia or Japan.
Accordingly, copies of the press announcement are not being, and must not be,
mailed or otherwise distributed or sent in or into or from the United States,
Canada, Australia or Japan and persons receiving the press announcement
(including custodians, nominees and trustees) must not distribute or send it
in, into or from the United States, Canada, Australia or Japan.