THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO AUSTRALIA
OR NEW ZEALAND
THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION
PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
FIRSTGROUP PLC
RESULTS OF TENDER OFFER
FirstGroup plc (the “Company”) today announces the results of
the Tender Offer set out in the shareholder circular published by
the Company on 27 October 2021 (the
“Circular”), which closed on 29 November
2021. As of today, the Tender Offer is unconditional.
618,262,070 Ordinary Shares were validly tendered in the Tender
Offer and, following application of the scaling-down mechanism (as
set out in paragraphs 2.13 to 2.15 of Part IV of the Circular),
476,190,476 Ordinary Shares will be purchased at a price per
Ordinary Share of 105 pence, for a
total cost of £499,999,999.80. This represents approximately 38.9
per cent. of the Issued Ordinary Share Capital of the Company.
Shareholders who tendered more than the 38.9 per cent. Guaranteed
Entitlement were scaled-down by approximately 53.6 per cent. of the
number of excess shares tendered.
It is anticipated that the proceeds payable to Shareholders for
the certificated Ordinary Shares purchased under the Tender Offer
will be despatched by 16 December
2021 in the form of a cheque and that CREST account holders
will have their CREST accounts credited by 7
December 2021.
As set out in the Circular, the Ordinary Shares will be
purchased by Goldman Sachs pursuant to the Tender Offer and the
Company will buy-back such Ordinary Shares from Goldman Sachs.
Following such purchase, the Company intends to cancel such
Ordinary Shares, reducing its Issued Ordinary Share Capital from
1,222,854,940 Ordinary Shares1 to 746,664,464 Ordinary
Shares.
Further to the irrevocable undertaking given by Coast Capital
Management described in the Circular, approximately 110 million
Ordinary Shares controlled by Coast Capital Management will be
purchased following its participation in the Tender Offer.
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: 2.2. This announcement
contains inside information. The person responsible for arranging
the release of this announcement on behalf of FirstGroup is
David Isenegger, Group General
Counsel and Company Secretary.
1 As at 1 December
2021.
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 are set out in
the Circular, which Shareholders were advised to read in full.
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.