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.
(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	6 June 2022
(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”	No

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:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

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:

FirstGroup plc ordinary shares held by directors of FirstGroup plc Name of director Number of FirstGroup plc ordinary shares held Percentage of total issued share capital (excluding treasury shares) (%) Graham Sutherland Nil 0.00% Julia Steyn Nil 0.00% David Martin1 300,000 0.04% Ryan Mangold2 281,419 0.04% Peter Lynas3 60,000 0.01% Jane Lodge4 15,000 0.00% Claire Hawkings Nil 0.00% Anthony Green5 1,542 0.00% Myrtle Dawes Nil 0.00% Sally Cabrini Nil 0.00% Warwick Brady6 108,701 0.01% 1 all held by a close relative. 2 including shares beneficially owned by a close relative. 3 held through a HSBC Direct product. 4 held in a Standard Life SIPP. 5 held via a Computershare Nominee. 6 held via an Investec ISA and General Investment Account. Options held by directors of FirstGroup plc in FirstGroup plc ordinary shares Ryan Mangold Name Grant Date Number of FirstGroup plc ordinary shares in respect of which options granted Exercise price Exercise Period LTIP 19 August 2019 765,175 nil 1 April 2022 – 1 April 2023 LTIP 24 September 2020 1,962,274 nil 1 April 2023 – 1 April 2024 LTIP 2 August 2021 934,274 nil 1 April 2024 – 1 April 2025 The LTIP awards granted as conditional nil cost options are subject to performance conditions and are operated in accordance with the plan rules and in some circumstances the Remuneration Committee may amend the exercise periods shown above.

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:	8 June 2022
Contact name:	David Blizzard
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 .