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 END 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 full in the Notice of General
Meeting) |
FOR |
AGAINST |
TOTAL |
WITHHELD |
Number of
votes |
% of vote |
Number of
votes |
% of vote |
Number of
votes |
Number of
votes |
1. Special resolution
to authorise the Company to make one or more market purchases of
its Ordinary Shares pursuant to, for the purposes of, the Tender
Offer. |
922,511,555 |
99.86 |
1,338,008 |
0.14 |
923,849,563 |
417,576 |
2. Ordinary resolution
to authorise the Company and its directors, in connection with any
Special Dividend, to consolidate or sub-divide the Ordinary Shares
of the Company. |
922,688,592 |
99.88 |
1,076,995 |
0.12 |
923,765,587 |
501,552 |
3. Special resolution
to, subject to any share consolidation taking effect, amend the
definition of "nominal amount” or “nominal value" within the
articles of association of the Company. |
922,327,796 |
99.86 |
1,297,590 |
0.14 |
923,625,386 |
641,753 |
4. Special resolution
in 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. |
921,501,300 |
99.77 |
2,150,190 |
0.23 |
923,651,490 |
611,899 |
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.