Statement re withdrawal of Apollo

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release
8 May 2018

FirstGroup plc statement re withdrawal of Apollo

The Board of FirstGroup plc (“FirstGroup” or the “Company”) notes the announcement made by Apollo Global Management, LLC ("Apollo") on behalf of certain of its affiliates that it does not intend to make an offer for FirstGroup.

In recent weeks the Board of FirstGroup received two preliminary and highly conditional indicative proposals from Apollo relating to a possible cash offer for the entire issued and to be issued ordinary share capital of FirstGroup (the “Proposals”). Having considered them in detail, the Board of FirstGroup concluded that the Proposals fundamentally undervalued the Company. Accordingly, the Board of FirstGroup unanimously rejected the Proposals.

The Board of FirstGroup continues to believe in the strong prospects for shareholder value creation available to the Company. FirstGroup will publish its full year results for the year to 31 March 2018 on 31 May and will update the market on the Company's outlook at that time.

This announcement has been made by FirstGroup without the agreement or approval of Apollo.

In accordance with Rule 26.1 of the City Code on Takeovers and Mergers (the "Code"), a copy of this announcement will be available on FirstGroup’s website at www.firstgroupplc.com by no later than 12 noon (London time) on 9 May 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement. The person responsible for arranging the release of this announcement on behalf of FirstGroup is Michael Hampson, Group General Counsel and Company Secretary.

Enquiries:

FirstGroup plc                                                                                   Tel: [phone]
Faisal Tabbah, Head of Investor Relations
Stuart Butchers, Group Head of Media

Goldman Sachs International                                                           Tel: [phone]
Eduard van Wyk
Nick Harper
Phil Raper

J.P. Morgan Cazenove                                                                     Tel: [phone]
Charles Harman
Richard Perelman
Adam Laursen

Brunswick Group LP                                                                         Tel: [phone]
Jonathan Glass
Andrew Porter
Alison Kay

Goldman Sachs International, 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 for FirstGroup and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the matters described in this announcement or any matter referred to herein.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the “PRA”) and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for FirstGroup and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

Forward-looking statements
Certain statements included or incorporated by reference within this announcement may constitute ‘forward- looking statements’ with respect to the business, strategy and plans of the Company and our current goals, assumptions and expectations relating to our future financial condition, performance and results. By their nature, forward- looking statements involve known and unknown risks, assumptions, uncertainties and other factors that cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Shareholders are cautioned not to place undue reliance on the forward-looking statements. Except as required by the UK Listing Rules and applicable law, the Company does not undertake any obligation to update or change any forward-looking statements to reflect events occurring after the date of this announcement.

Legal Entity Identifier:  549300DEJZCPWA4HKM93