TIDMFGP
18 November 2021
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN OR INTO AUSTRALIA OR NEW ZEALAND
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT
FIRSTGROUP PLC
RESULTS OF GENERAL MEETING
FirstGroup plc (the "Company") is pleased to announce that, at the general
meeting of the Company held on 18 November 2021 (the "General Meeting"), the
three special resolutions and one ordinary resolution put to shareholders to
approve the Tender Offer and related matters (all as set out in full in the
Notice of General Meeting included in the shareholder circular dated 27 October
2021 (the "Circular")) (the "Resolutions") were each duly passed by poll vote.
The number of votes for and against the Resolutions, and the number of votes
withheld, were as follows:
Resolution (each as set out in FOR AGAINST TOTAL WITHHELD
full in the Notice of General
Meeting) Number of % of Number of % of Number of Number
votes vote votes vote votes of votes
1. Special resolution to 922,511,555 99.86 1,338,008 0.14 923,849,563 417,576
authorise the Company to make
one or more market purchases
of its Ordinary Shares
pursuant to, for the purposes
of, the Tender Offer.
2. Ordinary resolution to 922,688,592 99.88 1,076,995 0.12 923,765,587 501,552
authorise the Company and its
directors, in connection with
any Special Dividend, to
consolidate or sub-divide the
Ordinary Shares of the
Company.
3. Special resolution to, 922,327,796 99.86 1,297,590 0.14 923,625,386 641,753
subject to any share
consolidation taking effect,
amend the definition of
"nominal amount" or "nominal
value" within the articles of
association of the Company.
4. Special resolution in 921,501,300 99.77 2,150,190 0.23 923,651,490 611,899
substitution for authority
granted at the 2021 AGM, to
authorise the Company to make
one or more market purchases
of its Ordinary Shares
representing up to
approximately ten per cent. of
the Company's Issued Ordinary
Share Capital.
Votes "For" and "Against" are expressed as a percentage of votes received. A
"Vote Withheld" is not a vote in law and is not counted in the calculation of
the votes "For" and "Against" a resolution. The Company's issued share capital
as at today's date is 1,223,006,456 ordinary shares and the number of votes per
share is one. The Company held 157,229 shares in treasury, which do not carry
any voting rights. The total number of voting rights in the Company was
therefore 1,222,849,227.
A copy of the resolutions will be submitted to the Financial Conduct
Authority's National Storage Mechanism (the "NSM") and will be available for
inspection on the NSM's website at: https://data.fca.org.uk/#/nsm/
nationalstoragemechanism.
Votes were cast for a total of 923,849,563 ordinary shares of 5 pence share,
representing 75.55% of the total number of votes capable of being cast at the
General Meeting.
As announced on 27 October 2021, the Tender Offer opened on 28 October 2021 and
will close at 1.00 p.m. on 29 November 2021. Proceeds are expected to be
despatched to Shareholders who successfully tender Ordinary Shares in December
2021.
Capitalised terms used in this announcement have the meanings given to them in
the announcement of the Company dated 27 October 2021 in respect of the Tender
Offer.
Contacts at FirstGroup:
Faisal Tabbah, Head of Investor Relations
Stuart Butchers, Group Head of Communications
corporate.comms@firstgroup.co.uk
+44 (0) 20 7725 3354
Contacts at Brunswick PR:
Andrew Porter / Simone Selzer, Tel: +44 (0) 20 7404 5959
Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR
6 Annex 1R: 3.1.
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Ordinary Shares
or other securities.
The full terms and conditions of the Tender Offer will be set out in the
Circular, which Shareholders are advised to read in full. Any response to the
Tender Offer should be made only on the basis of the information in the
Circular.
J.P. Morgan Securities plc (which conducts its U.K. investment banking
activities as J.P. Morgan Cazenove) ("J.P. Morgan"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting as lead joint sponsor, joint financial adviser and joint corporate
broker exclusively for FirstGroup and for no one else in connection with the
Return of Value and will not be responsible to anyone other than FirstGroup for
providing the protections afforded to clients of J.P. Morgan or for providing
advice in relation to the matters described in this announcement.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting as joint sponsor, joint financial adviser and joint corporate broker
exclusively for FirstGroup and for no one else in connection with the Return of
Value and will not be responsible to anyone other than FirstGroup for providing
the protections afforded to clients of Goldman Sachs or for providing advice in
relation to the matters described in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on J.P. Morgan and Goldman Sachs (the "Financial Advisers") under FSMA or the
regulatory regime established thereunder: (i) neither of the Financial Advisers
or any persons associated or affiliated with either of them accepts any
responsibility whatsoever or makes any warranty or representation, express or
implied, in relation to the contents of this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by, or on behalf of it, FirstGroup or the Directors, in
connection with FirstGroup and/or the Tender Offer; and (ii) each of the
Financial Advisers accordingly disclaims, to the fullest extent permitted by
law, all and any liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise be found to
have in respect of this announcement or any such statement.
Cautionary statement regarding forward-looking statements
This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms anticipates,
believes, could, estimates, expects, intends, may, plans, projects, should or
will, or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances.
Forward-looking statements may, and often do, differ materially from actual
results. Any forward-looking statements in this announcement reflect
FirstGroup's current view with respect to future events and are subject to
risks relating to future events and other risks, uncertainties and assumptions
relating to the Group and its operations, results of operations and growth
strategy. Other than in accordance with its legal or regulatory obligations
(including under the Listing Rules, the Disclosure Guidance and Transparency
Rules, the Market Abuse Regulation and the rules of the London Stock Exchange),
FirstGroup is not under any obligation and FirstGroup expressly disclaims any
intention or obligation (to the maximum extent permitted by law) to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Overseas Shareholders
The availability of the Tender Offer to Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are located. Shareholders who are not resident in the United Kingdom
should read paragraph 6 of Part IV (Details of the Tender Offer) of the
Circular and should inform themselves about, and observe, any applicable legal
or regulatory requirements. In addition, the attention of Shareholders who are
resident in the United States is drawn to the section for US Shareholders
below.
The Tender Offer 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, telephone and e-mail) of interstate
or foreign commerce of, or any facilities of a national securities exchange of,
any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such
use, means, instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, unless otherwise determined by the Company and
permitted by applicable law and regulation, neither the Circular nor the Tender
Form nor any related document is being, nor may it be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed, or sent in, into or
from any Restricted Jurisdiction, and persons receiving the Circular, the
Tender Form and/or any related document (including, without limitation,
trustees, nominees or custodians) must not mail or otherwise forward,
distribute or send it in, into or from such Restricted Jurisdiction, as to do
so may invalidate any purported acceptance of the Tender Offer. Any person
(including, without limitation, trustees, nominees or custodians) who would or
otherwise intends to, or who may have a contractual or legal obligation to,
forward the Circular, the Tender Form and/or any related document to any
jurisdiction outside the United Kingdom, should seek appropriate advice before
taking any action.
US Shareholders
The Tender Offer is not subject to the disclosure and other procedural
requirements of Rule 13e-4 or Regulation 14D under the US Securities Exchange
Act of 1934 (the "US Exchange Act"). The Tender Offer will be made in the US in
accordance with the requirements of Regulation 14E under the US Exchange Act to
the extent applicable. Certain provisions of Regulation 14E under the US
Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(d)
under the US Exchange Act. Goldman Sachs will act as US dealer manager with
respect to the Tender Offer in the United States to the extent required. US
Shareholders should note that the Ordinary Shares are not listed on a US
securities exchange and the Company is not subject to the periodic reporting
requirements of the US Exchange Act and is not required to, and does not, file
any reports with the US Securities and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the US and most of its officers and
directors may reside outside the US. It may not be possible to sue a non-US
company or its officers or directors in a non-US court for violations of US
federal securities laws. It also may not be possible to compel a non-US company
or its affiliates to subject themselves to a US court's judgment.
The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US
person will be a taxable transaction for US federal income tax purposes. The
Circular sets out a guide to certain US tax consequences of the Tender Offer
for Shareholders under current US law. However, each such Shareholder should
consult and seek individual advice from an appropriate professional adviser.
To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Goldman Sachs or any of their respective affiliates, may
make certain purchases of, or arrangements to purchase, Ordinary Shares outside
the United States during the period in which the Tender Offer remains open for
participation, including sales and purchases of Ordinary Shares effected by
Goldman Sachs acting as market maker in the Ordinary Shares. These purchases,
or other arrangements, may occur outside the United States either in the open
market at prevailing prices or in private transactions at negotiated prices. In
order to be excepted from the requirements of Rule 14e-5 under the US Exchange
Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements
to purchase, must comply with applicable English law and regulation, including
the Listing Rules, and the relevant provisions of the US Exchange Act. Any
information about such purchases will be disclosed as required in the UK and
the US and, if required, will be reported via a Regulatory Information Service
and will be available on the London Stock Exchange website at http://
www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders in the US, the
right to tender Ordinary Shares is not being made available in any jurisdiction
in the US in which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such jurisdiction.
This announcement has not been approved, disapproved or otherwise recommended
by the US Securities and Exchange Commission or any US state securities
commission and such authorities have not confirmed the accuracy or determined
the adequacy of this announcement. Any representation to the contrary is a
criminal offence in the US.
END
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