Form 8 (OPD) - FirstGroup plc

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser:	FirstGroup plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	FirstGroup plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:     The latest practicable date prior to the disclosure	23 April 2018
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?     If it is a cash offer or possible cash offer, state “N/A”	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares of 5p each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	None	N/A	None	N/A
(2) Cash-settled derivatives:	None	N/A	None	N/A
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None	N/A	None	N/A
TOTAL:	None	N/A	None	N/A

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interests of directors of FirstGroup plc in FirstGroup plc’s 5p ordinary shares Name of director Number of 5p ordinary shares held Percentage of total issued share capital (excluding treasury shares) (truncated to 2 decimal places without rounding) (%) Warwick Brady 108,701 0.00 Matthew Gregory 308,399 0.02 Jimmy Groombridge 4,0661 0.00 Drummond Hall 30,990 0.00 Wolfhart Hauser 284,558 0.02 Martha Poulter 60,000 0.00 David Robbie 30,000 0.00 Tim O’Toole 1,253,522 0.10 Imelda Walsh 19,429 0.00 Jim Winestock 64,743 0.00 1 The shares are currently held in trust under the FirstGroup Share Incentive Plan (“SIP”). As it currently stands, 146 of these shares would be subject to forfeiture in the event of early withdrawal from the SIP trust. Interests in FirstGroup plc’s 5p ordinary shares held by directors pursuant to FirstGroup plc’s share awards Matthew Gregory Scheme type – EABP Number of ordinary shares awarded Date of grant Option and exercise price Exercise period 81,399 28 June 2016 Nil cost option 27 June 2019 to 27 June 2026 162,187 16 June 2017 Nil cost option 16 June 2020 to 15 June 2027 Scheme type – LTIP (subject to performance conditions) Number of ordinary shares awarded Date of grant Option and exercise price Exercise period 1,222,200 17 December 2015 Nil cost option 1 April 2018 to 1 April 2019 764,231 28 June 2016 Nil cost option 1 April 2019 to 1 April 2020 730,420 24 November 2017 Nil cost option 1 April 2020 to 23 November 2021 Jimmy Groombridge Scheme type – SAYE Number of ordinary shares awarded Date of grant Option and exercise price2 Exercise period3 3,601 8 December 2015 £0.84960 1 February 2019 to 31 July 2019 5,436 12 December 2016 £0.86080 1 February 2020 to 31 July 2020 3,469 12 December 2017 £0.83000 1 February 2021 to 31 July 2021 2 This is the effective figure for both the option price and exercise price based on the scheme’s 20% discount to average mid-market closing share prices on the three business days prior to the grant. The number of shares granted is calculated by dividing the projected total amount of savings in the three-year period of the scheme by this exercise price. 3 In the event the participant does not exercise the option in this period, the funds from their savings will be returned to them. Tim O’Toole4 Scheme type – EABP Number of ordinary shares awarded   Date of grant Option and exercise price Exercise period 230,748 15 June 2015 Nil 1 April 2018 to 14 June 2025 83,126 28 June 2016 Nil 27 June 2019 to 27 June 2026 516,356 16 June 2017 Nil 16 June 2020 to 15 June 2027 Scheme type – LTIP (subject to performance conditions) Number of ordinary shares awarded Date of grant Option and exercise price Exercise period 972,728 17 December 2015 Nil 1 April 2018 to 1 April 2019 1,042,694 28 June 2016 Nil 1 April 2019 to 1 April 2020 969,197 24 November 2017 Nil 1 April 2020 to 25 November 2020 4 Tim O’Toole’s EABP and LTIP awards are structured as conditional awards under which, following vesting, the shares are transferred to the participant for nil payment. Other arrangements held by directors of FirstGroup plc in FirstGroup plc’s 5p ordinary shares Tim O’Toole Monthly purchase arrangement Since August 2011, Tim O’Toole has allocated part of his monthly gross base salary (up to £25,000) to acquire shares in the Company. This is a standing instruction, and the shares acquired through this arrangement are reflected above in Tim O’Toole’s interests in FirstGroup plc’s 5p ordinary shares. From August 2011 until May 2015 the monthly allocation was £10,000, rising to £15,000 from June 2015 to October 2017 and then again to £25,000 from November 2017 onwards. Disclosable interests of connected advisers of FirstGroup plc in FirstGroup plc’s 5p ordinary shares J.P. Morgan Chase Bank (Custody) Number of 5p ordinary shares held (not covered by exemptions) Percentage of total issued share capital (excluding treasury shares) (truncated to 2 decimal places) (%) 17 0.00

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	24 April 2018
Contact name:	Michael Hampson
Telephone number:	020 7291 0505

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.