Corporate news releases
National Express Group PLC ("National Express" or the "Group") notes the announcement made by FirstGroup plc ("FirstGroup") that it does not intend to make an offer for the Group.
National Express announced on 29 June 2009 that it had received a highly preliminary approach regarding a potential share for share merger on unspecified terms from FirstGroup. The Board confirmed that it was focused on implementing a number of initiatives to strengthen the Group and did not consider it appropriate to enter into discussions with FirstGroup.
The Group subsequently received an approach in connection with a possible offer for the Group from another third party whose intentions are not yet known. There can be no certainty that this approach will lead to an offer being made for National Express or as to the terms on which any offer might be made.
A further announcement will be made when appropriate.
National Express Group PLC
Jez Maiden, Group Finance Director 020 7506 4324
Nicole Lander, Director of Communications 0121 460 8401
Neil Bennett/George Hudson 020 7379 5151
Merrill Lynch International
Simon Mackenzie-Smith/Simon Fraser (Corporate Broking) 020 7628 1000
Morgan Stanley & Co. Limited
Matthew Jarman/Peter Moorhouse (Corporate Broking) 020 7425 8000
Greenhill & Co. International LLP
Simon Borrows/Hugh Tidbury 020 7198 7400
Merrill Lynch International (a subsidiary of Bank of America Corporation), Morgan Stanley & Co. Limited and Greenhill & Co. International LLP are acting exclusively for National Express Group PLC in relation to the possible offer and will not be responsible to anyone other than National Express Group PLC for providing the protections afforded to each of their clients or for providing advice in relation to the possible offer.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of National Express, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of National Express they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of National Express by National Express or by any of their "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.