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Stagecoach Group PLC (SGC)

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Friday 27 May, 2022

Stagecoach Group PLC

Correction: Director/PDMR Shareholding

Correction: Director/PDMR Shareholding

Reissued to include full Information Tables

Stagecoach Group plc: Director/PDMR shareholding

27 May 202 2

Further to the announcement released on 20 May 2022 that the recommended all cash offer (the "Offer") by Inframobility UK Bidco Limited for Stagecoach Group plc (the "Company") was declared unconditional, the Company has today been notified of certain changes to the interests of Sir Brian Souter, Non-Executive Director, and persons closely associated with him in ordinary shares of 125/228th pence each in the capital of the Company ("Ordinary Shares").

On 26 May 2022, HGT Finance B Limited (being the holding company through which Sir Brian Souter holds his and his families' interests in Ordinary Shares) ("HGT Fin B") accepted the Offer in respect of 80,167,309 Ordinary Shares.

Souter Investments Limited ("SIL") is the ultimate holding company of HGT Fin B and, as a result of the sale of Ordinary Shares by HGT Fin B, the ultimate economic interests of the shareholders of SIL, including Sir Brian Souter, in Ordinary Shares have proportionately decreased. The table set out below shows such changes in ultimate economic interests held by Sir Brian Souter and persons closely associated with him. Further details are set out in the notifications set out at the end of this announcement (which are made in accordance with the UK Market Abuse Regulation).

For further information, please contact:

Stagecoach Group plc
www.stagecoach.com
Ross Paterson Finance Director
01738 642054

Change in u ltimate economic interests in Ordinary Shares

Name Change in u ltimate economic interests in Ordinary Shares
Sir Brian Souter Decrease from 46,993,510 to nil
Lady Elizabeth Souter Decrease from 49 to nil
SI 2016 Limited Decrease from 1,592,457 to nil
The Souter 2011 Family Trust Decrease from 819,264 to nil
The BS 1999 Trust Decrease from 1,663,975 to nil
The BS 1997 Trust Decrease from 8,680,465 to nil
The Souter Charitable Trust Decrease from 20,417,589 to nil


Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and their Closely Associated Persons

1 Details of the person discharging managerial responsibilities/person closely associated
a) Name HGT Finance B Limited (being a person closely associated with Sir Brian Souter)
2 Reason for the notification
a) Position/status Sir Brian Souter is a non-executive director of the Company
b) Initial notification/ Amendment This is an initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Stagecoach Group plc
b) LEI 4L663LRNTBQ008OK2N07
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 125/228p

ISIN: GB00B6YTLS95
b) Nature of the transaction Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held by HGT Finance B Limited.
c) Price(s) and volume(s) Price(s) Volume(s)
  Ordinary Shares £1.05 80,167,309
d) Aggregated information

— Aggregated volume

— Price
N/A
e) Date of the transaction 26 May 2022
f) Place of the transaction Outside a trading venue

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and their Closely Associated Persons

1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Sir Brian Souter
2 Reason for the notification
a) Position/status Sir Brian Souter is a non-executive director of the Company
b) Initial notification/ Amendment This is an initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Stagecoach Group plc
b) LEI 4L663LRNTBQ008OK2N07
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 125/228p

ISIN: GB00B6YTLS95
b) Nature of the transaction Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held by HGT Finance B Limited.



The person making this notification has an interest in the Ordinary Shares held by HGT Finance B Limited as a result of their shareholding in Souter Investments Limited (being the ultimate holding company of HGT Finance B Limited). The ultimate economic interest in Ordinary Shares of the person subject to this notification has decreased from 46,993,510 Ordinary Shares to nil as a result of the transaction.

c) Price(s) and volume(s) Price(s) Volume(s)
  Ordinary Shares £1.05 46,993,510
d) Aggregated information

— Aggregated volume

— Price
N/A
e) Date of the transaction 26 May 2022
f) Place of the transaction Outside a trading venue


1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Lady Elizabeth Souter (being a person closely associated with Sir Brian Souter)
2 Reason for the notification
a) Position/status Sir Brian Souter is a non-executive director of the Company
b) Initial notification/ Amendment This is an initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Stagecoach Group plc
b) LEI 4L663LRNTBQ008OK2N07
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 125/228p

ISIN: GB00B6YTLS95
b) Nature of the transaction Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held by HGT Finance B Limited.



The person making this notification has an interest in the Ordinary Shares held by HGT Finance B Limited as a result of their shareholding in Souter Investments Limited (being the ultimate holding company of HGT Finance B Limited). The ultimate economic interest in Ordinary Shares of the person subject to this notification has decreased from 49 Ordinary Shares to nil as a result of the transaction.

c) Price(s) and volume(s) Price(s) Volume(s)
  Ordinary Shares £1.05 49
d) Aggregated information

— Aggregated volume

— Price
N/A
e) Date of the transaction 26 May 2022
f) Place of the transaction Outside a trading venue


1 Details of the person discharging managerial responsibilities/person closely associated
a) Name SI 2016 Limited (being a person closely associated with Sir Brian Souter)
2 Reason for the notification
a) Position/status Sir Brian Souter is a non-executive director of the Company
b) Initial notification/ Amendment This is an initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Stagecoach Group plc
b) LEI 4L663LRNTBQ008OK2N07
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 125/228p

ISIN: GB00B6YTLS95
b) Nature of the transaction Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held by HGT Finance B Limited.



The person making this notification has an interest in the Ordinary Shares held by HGT Finance B Limited as a result of their shareholding in Souter Investments Limited (being the ultimate holding company of HGT Finance B Limited). The ultimate economic interest in Ordinary Shares of the person subject to this notification has decreased from 1,592,457 Ordinary Shares to nil as a result of the transaction.

c) Price(s) and volume(s) Price(s) Volume(s)
  Ordinary Shares £1.05 1,592,457
d) Aggregated information

— Aggregated volume

— Price
N/A
e) Date of the transaction 26 May 2022
f) Place of the transaction Outside a trading venue


1 Details of the person discharging managerial responsibilities/person closely associated
a) Name The Souter 2011 Family Trust (being a person closely associated with Sir Brian Souter)
2 Reason for the notification
a) Position/status Sir Brian Souter is a non-executive director of the Company
b) Initial notification/ Amendment This is an initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Stagecoach Group plc
b) LEI 4L663LRNTBQ008OK2N07
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 125/228p

ISIN: GB00B6YTLS95
b) Nature of the transaction Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held by HGT Finance B Limited.



The person making this notification has an interest in the Ordinary Shares held by HGT Finance B Limited as a result of their shareholding in Souter Investments Limited (being the ultimate holding company of HGT Finance B Limited). The ultimate economic interest in Ordinary Shares of the person subject to this notification has decreased from 819,264 Ordinary Shares to nil as a result of the transaction.

c) Price(s) and volume(s) Price(s) Volume(s)
  Ordinary Shares £1.05 819,264
d) Aggregated information

— Aggregated volume

— Price
N/A
e) Date of the transaction 26 May 2022
f) Place of the transaction Outside a trading venue


1 Details of the person discharging managerial responsibilities/person closely associated
a) Name The BS 1999 Trust (being a person closely associated with Sir Brian Souter)
2 Reason for the notification
a) Position/status Sir Brian Souter is a non-executive director of the Company
b) Initial notification/ Amendment This is an initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Stagecoach Group plc
b) LEI 4L663LRNTBQ008OK2N07
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 125/228p

ISIN: GB00B6YTLS95
b) Nature of the transaction Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held by HGT Finance B Limited.



The person making this notification has an interest in the Ordinary Shares held by HGT Finance B Limited as a result of their shareholding in Souter Investments Limited (being the ultimate holding company of HGT Finance B Limited). The ultimate economic interest in Ordinary Shares of the person subject to this notification has decreased from 1,663,975 Ordinary Shares to nil as a result of the transaction.

c) Price(s) and volume(s) Price(s) Volume(s)
  Ordinary Shares £1.05 1,663,975
d) Aggregated information

— Aggregated volume

— Price
N/A
e) Date of the transaction 26 May 2022
f) Place of the transaction Outside a trading venue


1 Details of the person discharging managerial responsibilities/person closely associated
a) Name The BS 1997 Trust (being a person closely associated with Sir Brian Souter)
2 Reason for the notification
a) Position/status Sir Brian Souter is a non-executive director of the Company
b) Initial notification/ Amendment This is an initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Stagecoach Group plc
b) LEI 4L663LRNTBQ008OK2N07
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 125/228p

ISIN: GB00B6YTLS95
b) Nature of the transaction Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held by HGT Finance B Limited.



The person making this notification has an interest in the Ordinary Shares held by HGT Finance B Limited as a result of their shareholding in Souter Investments Limited (being the ultimate holding company of HGT Finance B Limited). The ultimate economic interest in Ordinary Shares of the person subject to this notification has decreased from 8,680,465 Ordinary Shares to nil as a result of the transaction.

c) Price(s) and volume(s) Price(s) Volume(s)
  Ordinary Shares £1.05 8,680,465
d) Aggregated information

— Aggregated volume

— Price
N/A
e) Date of the transaction 26 May 2022
f) Place of the transaction Outside a trading venue


1 Details of the person discharging managerial responsibilities/person closely associated
a) Name The Souter Charitable Trust (being a person closely associated with Sir Brian Souter)
2 Reason for the notification
a) Position/status Sir Brian Souter is a non-executive director of the Company
b) Initial notification/ Amendment This is an initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Stagecoach Group plc
b) LEI 4L663LRNTBQ008OK2N07
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 125/228p

ISIN: GB00B6YTLS95
b) Nature of the transaction Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held by HGT Finance B Limited.



The person making this notification has an interest in the Ordinary Shares held by HGT Finance B Limited as a result of their shareholding in Souter Investments Limited (being the ultimate holding company of HGT Finance B Limited). The ultimate economic interest in Ordinary Shares of the person subject to this notification has decreased from 20,417,589 Ordinary Shares to nil as a result of the transaction.

c) Price(s) and volume(s) Price(s) Volume(s)
  Ordinary Shares £1.05 20,417,589
d) Aggregated information

— Aggregated volume

— Price
N/A
e) Date of the transaction 26 May 2022
f) Place of the transaction Outside a trading venue





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