RNS Number : 6526U
29 June 2009
29 June 2009
FirstGroup plc ('FirstGroup') - Statement re possible offer for National Express Group PLC ('National Express')
FirstGroup notes the press speculation in relation to a potential offer for National Express and confirms that it has made a preliminary approach to the Board of National Express with a view to entering into discussions about a possible offer for National Express. This preliminary approach envisaged a merger to maximise the potential of the two companies and that the consideration for any offer would be in the form of FirstGroup shares*. That approach was rejected by the Board of National Express.
The Board of FirstGroup continues to believe that there is significant industrial and commercial logic in a combination of the two companies, however FirstGroup would like to emphasise that there can be no certainty that an offer for National Express will be forthcoming nor the terms of any such offer. A further announcement will be made in due course if appropriate.
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of The City Code on Takeovers and Mergers (the 'Code').
Disclosure in accordance with Rule 2.10 of the Code
In accordance with Rule 2.10 of the Code, FirstGroup confirms that its total issued ordinary share capital at 26 June 2009 comprises 481,866,264 ordinary shares of 5p each, excluding 200,906 of ordinary shares held in treasury. The International Securities Identification Number for FirstGroup ordinary shares is GB0003452173.
* FirstGroup reserves the right to vary the form of consideration.
J.P. Morgan Cazenove Tel: +44 (0)20 7588 2828
The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of FirstGroup or of National Express, 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 3:30pm (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 FirstGroup or 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 FirstGroup or National Express by FirstGroup or National Express, or by any of their respective '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 Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, 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 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.
J.P. Morgan Cazenove Limited ('J.P. Morgan Cazenove'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for FirstGroup plc and no one else in connection with the matters set out in this announcement and is not advising any other person and accordingly will not be responsible to any person
other than FirstGroup plc for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the matters described in this
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