Results of Tender offer

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA OR NEW ZEALAND

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

FIRSTGROUP PLC
RESULTS OF TENDER OFFER

FirstGroup plc (the “Company”) today announces the results of the Tender Offer set out in the shareholder circular published by the Company on 27 October 2021 (the “Circular”), which closed on 29 November 2021. As of today, the Tender Offer is unconditional.

618,262,070 Ordinary Shares were validly tendered in the Tender Offer and, following application of the scaling-down mechanism (as set out in paragraphs 2.13 to 2.15 of Part IV of the Circular), 476,190,476 Ordinary Shares will be purchased at a price per Ordinary Share of 105 pence, for a total cost of £499,999,999.80. This represents approximately 38.9 per cent. of the Issued Ordinary Share Capital of the Company. Shareholders who tendered more than the 38.9 per cent. Guaranteed Entitlement were scaled-down by approximately 53.6 per cent. of the number of excess shares tendered.

It is anticipated that the proceeds payable to Shareholders for the certificated Ordinary Shares purchased under the Tender Offer will be despatched by 16 December 2021 in the form of a cheque and that CREST account holders will have their CREST accounts credited by 7 December 2021.

As set out in the Circular, the Ordinary Shares will be purchased by Goldman Sachs pursuant to the Tender Offer and the Company will buy-back such Ordinary Shares from Goldman Sachs. Following such purchase, the Company intends to cancel such Ordinary Shares, reducing its Issued Ordinary Share Capital from 1,222,854,940 Ordinary Shares¹ to 746,664,464 Ordinary Shares.

Further to the irrevocable undertaking given by Coast Capital Management described in the Circular, approximately 110 million Ordinary Shares controlled by Coast Capital Management will be purchased following its participation in the Tender Offer.

Capitalised terms used in this announcement have the meanings given to them in the announcement of the Company dated 27 October 2021 in respect of the Tender Offer.

Contacts at FirstGroup:
Faisal Tabbah, Head of Investor Relations
Stuart Butchers, Group Head of Communications
[e-mail]
[phone]

Contacts at Brunswick PR:
Andrew Porter / Simone Selzer, Tel: [phone]

Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR 6 Annex 1R: 2.2. This announcement contains inside information. The person responsible for arranging the release of this announcement on behalf of FirstGroup is David Isenegger, Group General Counsel and Company Secretary.

¹ As at 1 December 2021.

IMPORTANT NOTICE

This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Ordinary Shares or other securities.

The full terms and conditions of the Tender Offer are set out in the Circular, which Shareholders were advised to read in full.

J.P. Morgan Securities plc (which conducts its U.K. investment banking activities as J.P. Morgan Cazenove) (“J.P. Morgan”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as lead joint sponsor, joint financial adviser and joint corporate broker exclusively for FirstGroup and for no one else in connection with the Return of Value and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of J.P. Morgan or for providing advice in relation to the matters described in this announcement.

Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as joint sponsor, joint financial adviser and joint corporate broker exclusively for FirstGroup and for no one else in connection with the Return of Value and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan and Goldman Sachs (the "Financial Advisers") under FSMA or the regulatory regime established thereunder: (i) neither of the Financial Advisers or any persons associated or affiliated with either of them accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, FirstGroup or the Directors, in connection with FirstGroup and/or the Tender Offer; and (ii) each of the Financial Advisers accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement.

Cautionary statement regarding forward-looking statements
This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, could, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect FirstGroup’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group and its operations, results of operations and growth strategy. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation and the rules of the London Stock Exchange), FirstGroup is not under any obligation and FirstGroup expressly disclaims any intention or obligation (to the maximum extent permitted by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.