FGP Firstgroup Plc

 
TIDMFGP 
 
FIRSTGROUP PLC 
 
Announcement of Acquisition of Shares and Total Voting Rights 
 
2 December 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 
 
                 Acquisition of Shares and Total Voting Rights 
 
Further to its announcement of the results of its Tender Offer earlier today, 
FirstGroup plc (the "Company") confirms that, under the terms of the Option 
Agreement, it has acquired from Goldman Sachs 476,190,476 Ordinary Shares in 
the Company at the Tender Price of 105 pence per Ordinary Share, representing a 
total cost of £499,999,999.80. The Ordinary Shares acquired by the Company are 
today being cancelled. The Ordinary Shares were originally purchased by Goldman 
Sachs pursuant to the Tender Offer at the Tender Price. 
 
In accordance with Paragraph 5.6.1 of the FCA's Disclosure Guidance and 
Transparency Rules, the Company notifies the market of the following: 
 
  * The 476,190,476 Ordinary Shares acquired by the Company from Goldman Sachs 
    represented approximately 38.9% of the voting rights attributable to the 
    Ordinary Shares immediately prior to such acquisition. 
  * Following completion of the Tender Offer and the cancellation of 
    476,190,476 Ordinary Shares, the Issued Ordinary Share Capital consists of 
    746,664,464 Ordinary Shares with voting rights. Each of these Ordinary 
    Shares carries one vote. The total number of voting rights, therefore, is 
    746,664,464. The ordinary shares have a nominal value of 5 pence each. 
 
This figure may be used by Shareholders as the denominator for the calculations 
by which they will determine if they are required to notify their interest in, 
or a change to their interest in, the Company under the FCA's Disclosure 
Guidance and Transparency Rules. 
 
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.com 
 
+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: 2.5. 
 
                               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. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

December 02, 2021 10:37 ET (15:37 GMT)

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