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Friday 11 September, 2009

National Express

Statement re Possible Offer

RNS Number : 9561Y
National Express Group PLC
11 September 2009

11 September 2009  

National Express Group PLC

Statement regarding possible offer

National Express Group PLC ('National Express' or the 'Group') announced on 3 September 2009 that CVC Capital Partners and interests of the Cosmen family (together the 'Consortium') had made a proposal to acquire the entire issued and to be issued share capital of the Group for 500 pence per share in cash (the 'Final Proposal'). 

The Final Proposal is subject to certain assumptions and pre-conditions including receiving bank financing on appropriate terms and satisfactory completion of due diligence. The Consortium has reserved the right to waive any or all of the pre-conditions.

The Group notes that the Consortium is in discussions and has reached an 'agreement of principles' with Stagecoach Group plc ('Stagecoach'), regarding the possible acquisition by Stagecoach of the Group's UK Bus and UK Rail operations from the Consortium, which has helped the Consortium to make the Final Proposal. The Consortium has now confirmed to the Independent Board that any formal offer for the Group will not be conditional on: (i) the Department of Transport consenting to the change of control of the Group's NXEA and c2c rail franchises, nor the extension of the NXEA franchise to April 2014; nor (ii) the completion of the sale of any businesses to Stagecoach. 

The Independent Board of National Express has considered the Final Proposal and, after consultation with its advisers and major institutional shareholders, has agreed that the Consortium can undertake due diligence such that the Consortium is better able to reach a position where it could make a formal offer to National Express shareholders at 500 pence per share in cash.

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

The Group is currently discussing an extension to the 5pm 11 September 2009 'put up or shut up' deadline that applies to the Consortium with the Consortium and the Takeover Panel and a further announcement will be made in due course.

The Independent Board has explored 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 that context, the Independent Board has discussed a potential equity fundraising with investorsfor which it has received significant support, and continues to believe that such a fundraising would be the most appropriate course of action should a recommendable offer not be forthcoming.

National Express confirms that this announcement is being made with the agreement and approval of the Consortium. However, 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. 



National Express Group PLC  
Jez Maiden
Group Finance Director
020 7506 4324  
Nicole Lander
Director of Communications
0121 460 8401  
020 7379 5151  
Neil Bennett
George Hudson
Merrill Lynch International
020 7628 1000
Simon Mackenzie-Smith
Philip Noblet
Simon Fraser (Corporate Broking)
Andrew Osborne (Corporate Broking)
Morgan Stanley & Co. Limited
020 7425 8000
Matthew Jarman
Peter Moorhouse (Corporate Broking)
Jon Bathard-Smith (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:

Merrill Lynch International (a subsidiary of Bank of America Corporation) and Morgan Stanley & Co. Limited are acting exclusively for National Express in relation to the possible offer and will not be responsible to anyone other than National Express 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 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 by National Express 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  


'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.  

This information is provided by RNS
The company news service from the London Stock Exchange