Rule 8.3 - National Express Group

Rule 8.3 - National Express Group

Westchester Capital Management

FORM 8.3

DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE

(Rule 8.3 of the City Code on Takeovers and Mergers)

1. KEY INFORMATION

Name of person dealing (Note 1)	Â	Westchester Capital Management, Inc./ Green & Smith Investment Management L.L.C.
Company dealt in		National Express Group plc
Class of relevant security to which the dealings being disclosed relate (Note 2)		Ordinary shares
Date of dealing		October 15, 2009

2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

Â	Â	Long			Â	Short
Â		Number	Â	(%)		Number (%)
(1) Relevant securities		1587913	Â	1.04		Â
(2) Derivatives (other than options)		Â	Â	Â		Â
(3) Options and agreements to purchase/sell		Â	Â	Â		Â
Total		Â	Â	Â		Â

(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

Class of relevant security:	Â	Long	Â	Short
Â		Number (%)		Number (%)
(1) Relevant securities		Â		Â
(2) Derivatives (other than options)		Â		Â
(3) Options and agreements to purchase/sell		Â		Â
Total		Â		Â

(c) Rights to subscribe (Note 3)

Class of relevant security:

Â

Details

3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale

Â

Number of securities

Â

Price per unit (Note 5)

(b) Derivatives transactions (other than options)

Product name, e.g. CFD	Â	Long/short (Note 6)	Â	Number of securities (Note 7)	Â	Price per unit (Note 5)
Swap		Long purchase		12448		4.72
Swap		Long purchase		200000		4.72

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product name, e.g. call option

Â

Writing, selling, purchasing, varying etc.

Â

Number of securities to which the option relates (Note 7)

Â

Exercise price

Â

Type, e.g. American, European etc.

Â

Expiry date Â

Â

Option money paid/received per unit (Note 5)

(ii) Exercising

Product name, e.g. call option

Â

Number of securities

Â

Exercise price per unit (Note 5)

(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8)

Â

Details

Â

Price per unit (if applicable) (Note 5)

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

Is a Supplemental Form 8 attached? (Note 9)                             NO

Date of disclosure	Â	October 15, 2009
Contact name		Jane Perl
Telephone number		914-741-5600
If a connected EFM, name of offeree/offeror with which connected		Â
If a connected EFM, state nature of connection (Note 10)		Â

Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel’s website at www.thetakeoverpanel.org.uk