Arriva PLC 18 February 2000 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN ARRIVA plc RECOMMENDED CASH OFFER FOR MTL SERVICES plc OFFER WHOLLY UNCONDITIONAL AND AGREEMENT REACHED WITH SSRA RE RAIL FRANCHISES ARRIVA announces that as at 3.00 p.m. on 17 February 2000, the first closing date of the Offer, valid acceptances under the Offer had been received in respect of 78,524,576 MTL Shares, representing approximately 90.5 per cent of the issued ordinary share capital of MTL. Accordingly, ARRIVA announces that the remaining conditions of the Offer have been satisfied or, where permitted, waived and consequently the Offer has become wholly unconditional. The Offer, including the Loan Note Alternative, has been extended until 3.00pm on 2 March 2000. MTL Shareholders who wish to accept the Offer and have not yet done so should despatch their Forms of Acceptance as soon as possible. However, ARRIVA has now received sufficient acceptances to apply the statutory provisions to acquire compulsorily any outstanding MTL Shares and will be implementing procedures to achieve this shortly. Consideration in respect of valid acceptances already received will be sent to MTL Shareholders within the next 14 days. Subsequent acceptors will receive their consideration within 14 days of receipt of their valid acceptance. On the day the Offer was announced, ARRIVA held irrevocable undertakings in respect of 17,250,032 MTL Shares, representing approximately 19.8 per cent of the issued ordinary share capital of MTL. ARRIVA has received valid acceptances in respect of all of these MTL Shares. Immediately prior to the commencement of the Offer Period on 20 December 1999, neither ARRIVA nor any person deemed to be acting in concert with ARRIVA held any MTL Shares or rights over MTL Shares. Save as stated above, neither ARRIVA nor any party deemed to be acting in concert with ARRIVA has acquired or agreed to acquire any MTL Shares (or rights over MTL Shares) since the commencement of the Offer Period, or received any acceptances of the Offer during the Offer Period, and no acceptances have been received from any party deemed to be acting in concert with ARRIVA. With regard to the two rail franchises owned by MTL, ARRIVA is pleased to announce that it has now reached agreement in principle with the Shadow Strategic Rail Authority ('SSRA'), that it will become the owner of these operations and will hold the franchise rights for twelve months until 18 February 2001. The SSRA will be seeking re-negotiation of the Northern Spirit and Merseyrail Electrics franchises on a competitive basis to follow expiry of the twelve months. Merseyside Passenger Transport Executive, co-signatory with the SSRA on the Merseyrail Electrics franchise, and the Local Passenger Transport Executives in West Yorkshire, South Yorkshire, Greater Manchester and Tyne & Wear, co-signatories with the SSRA on the Northern Spirit franchise, have all given their consent in principle to the change of control of the operations. Service levels will be maintained at current levels on both networks. There will be no change to the levels of the operating subsidy contributed by the SSRA and the Local Passenger Transport Executives, which will remain as originally negotiated with MTL for the period to 18 February 2001. The Franchising Director's approval is subject to completion of final legal documentation. Enquiries: ARRIVA Telephone: 0191 520 4000 Bob Davies Steve Lonsdale Julian Evans N M Rothschild Telephone: 0207 280 5000 (Financial adviser to ARRIVA) Avi Goldberg Jeremy Moodey Gavin Anderson & Co Telephone: 0207 457 2345 (Financial PR adviser to ARRIVA) Marc Popiolek Neil Garnett Unless the context otherwise requires, the definitions contained in the Offer Document dated 27 January 2000 also apply to this announcement. The Offer, including the Loan Note Alternative, is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia or Japan and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement are not being and must not be mailed or otherwise distributed or sent in, into or from the United States, Canada, Australia or Japan and persons receiving a copy of this announcement (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia or Japan. N M Rothschild, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for ARRIVA and no one else in connection with the Offer and will not be responsible to anyone other than ARRIVA for providing the protections afforded to customers of N M Rothschild or for giving advice in relation to the Offer. The directors of ARRIVA, whose names appear in the Offer Document, accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of ARRIVA (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.