National Express Combination with Stagecoach
17 March 2022 7:00 AM
Combination with Stagecoach
Recommended combination of National Express Group plc ("National Express") and Stagecoach Group plc ("Stagecoach"), proposed to be structured as the acquisition by National Express of all of the issued and to be issued shares in Stagecoach in exchange for the issue of new shares in National Express (the "Combination").
ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT OF NATIONAL EXPRESS AND/OR STAGECOACH TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH NATIONAL EXPRESS AND/OR STAGECOACH REGARDS AS UNDULY ONEROUS.
Access to the website
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Combination.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. National Express reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of National Express.
This part of the website contains electronic versions of materials relating to the Combination. The materials you are seeking to access are made available by National Express in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to National Express that they are doing so for information purposes only.
To allow you to view information about the Combination, you must read this notice and then click "AGREE". If you are unable to agree, you should click "DISAGREE" and you will not be able to view information about the Combination.
Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Combination) in any jurisdiction in which such offer or solicitation is unlawful.
The offer will be made solely by means of a scheme document or offer document which will contain the full terms and conditions of the offer, including details on how it may be accepted. Any decision made in relation to the offer should be made solely on the basis of the information provided in any such document.
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
This part of the website contains information that has been prepared for the purposes of complying with English law and the UK Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside England.
Additional information for US investors
The Combination is currently intended to be effected by means of a court-sanctioned scheme of arrangement not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act of 1934, as amended. Any new shares in National Express to be issued pursuant to the Combination will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and such other laws. It is expected that any new shares in National Express to be issued pursuant to the Combination would be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. If, in the future, the Combination is effected by way of a takeover offer and the offer is extended into the United States, the takeover offer will be made in compliance with applicable United States laws and regulations.
Cautionary Note Regarding Forward-Looking Statements
The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements. These statements are based on the current expectation of the management of National Express and/or Stagecoach and are naturally subject to uncertainty and changes in circumstances. Forward-looking statements contained in the materials include statements about the expected effects of the Combination on National Express and/or Stagecoach, the expected timing and scope of the Combination, synergies, other strategic options and all other statements in the Information other than historical facts. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "expects", "indicates", "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, National Express cannot give any assurance that any forward-looking statement will prove to be correct in the future. National Express does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation. You are therefore cautioned not to place undue reliance on these forward-looking statements.
In relation to any Combination-related materials accessible on this area of the website please note any statement of responsibility contained therein.
The documents included in this part of the website issued or published by National Express speak only at the specified date of the relevant document and National Express has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Combination-related materials issued or published by Stagecoach, or which relate to Stagecoach and its group, that are accessible on this website, the only responsibility accepted by National Express and its directors is for the correctness and fairness of its reproduction.
Neither the directors of National Express, nor National Express nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.
If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
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