Offer for GB Railways - Compulsory Acquisition

Not for release, publication or distribution in whole or in part in or into the
                   United States, Canada, Japan or Australia                   

                                                                5 November 2003

                                FirstGroup plc                                 

               Recommended cash offer made by Cazenove & Co. Ltd               
                  on behalf of FirstGroup plc ('FirstGroup')                   
                   for GB Railways Group Plc ('GB Railways')                   

           Compulsory acquisition of outstanding GB Railways Shares            

The board of FirstGroup announced on 14 August 2003 that the Offer made by
FirstGroup for the entire issued and to be issued ordinary share capital of GB
Railways had been declared unconditional in all respects.

FirstGroup now announces that valid acceptances of the Offer have been received
in respect of more than 90 per cent. of the GB Railways Shares to which the
Offer relates.

Accordingly, FirstGroup is today posting statutory notices pursuant to section
429(4) of the Companies Act to those GB Railways Shareholders who have not yet
validly accepted the Offer, informing such GB Railways Shareholders that it
will compulsorily acquire their GB Railways Shares under the provisions of
sections 428 to 430F (inclusive) of the Companies Act. The compulsory
acquisition procedure is expected to be completed on, or shortly after, 17
December 2003.

The Offer will remain open for acceptance until further notice. GB Railways
Shareholders who have not already done so are urged to accept the Offer as soon
as possible rather than wait for their GB Railways Shares to be compulsorily
acquired by FirstGroup.

Enquiries

FirstGroup plc 020 7291 0504

Michael Mitchell

Cazenove & Co. Ltd 020 7588 2828

Malcolm Moir

In this announcement, 'Offer Document' means the document setting out the full
terms of the Offer dated 16 July 2003. Unless the context otherwise requires,
defined terms used in this announcement shall have the same meaning given to
them in the Offer Document.

Cazenove, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for FirstGroup and for no one else in connection with the
Offer and will not be responsible to anyone other than FirstGroup for providing
the protections afforded to clients of Cazenove nor for providing advice in
relation to the Offer or any matter referred to herein or in the Offer
Document.

Unless FirstGroup otherwise determines, the Offer is not being, and will not
be, made, directly or indirectly, in or into, or by use of the mails of, or by
any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, the United States,
Canada, Australia or Japan and cannot be accepted by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan. Accordingly, copies of this document are not being and must not be
mailed or otherwise distributed or sent in or into the United States, Canada,
Australia or Japan.