Extension of deadline

RNS Number : 5093S

National Express Group PLC

16 November 2021

 

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

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

FOR IMMEDIATE RELEASE 

16 November 2021

National Express Group PLC

Extension of deadline under Rule 2.6(c) of the Code

On 21 September 2021, National Express Group PLC ("National Express") and Stagecoach Group plc ("Stagecoach") announced that they were in discussions in relation to a possible all-share combination (the "Potential Combination").

Reciprocal due diligence is now at an advanced stage and constructive discussions between Stagecoach and National Express are ongoing. The Boards of Stagecoach and National Express continue to believe that the Potential Combination would be a strategically compelling proposition delivering strong value creation for both sets of shareholders.

National Express notes the recent announcement by Stagecoach stating that, in accordance with Rule 2.6(c) of the Code, the Board of Stagecoach has requested, and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to, an extension to the date by which National Express is required either to announce a firm intention to make an offer for Stagecoach in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00 p.m. (London time) on 14 December 2021. This deadline can be extended by the Board of Stagecoach, with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

An announcement of a firm intention to make an offer on a recommended basis by National Express under Rule 2.7 of the Code remains subject to the satisfaction or waiver of a number of pre-conditions including, inter alia, the parties reaching final agreement on the other terms and conditions of the Potential Combination, satisfactory completion of reciprocal due diligence as well as final approval by the Boards of National Express and Stagecoach. National Express reserves the right in its absolute discretion to waive any or all of these pre-conditions, in whole or in part.

A further statement will be made as and when appropriate.

The person responsible for arranging the release of this announcement on behalf of National Express is Jennifer Myram, National Express Company Secretary.

Enquiries:

National Express

Chris Davies, Chief Financial Officer	[phone]
Louise Richardson, Head of Investor Relations	[phone]

BofA Securities (Lead Financial Adviser and Corporate Broker to National Express)	[phone]
David Lloyd Ed Peel
Justin Anstee
Geoff Iles
HSBC (Financial Adviser and Corporate Broker to National Express)	[phone]
Anthony Parsons
Sam McLennan
Jon Connor
Alex Thomas
Maitland/AMO (Public Relations Adviser to National Express)
Neil Bennett	[phone]
James McFarlane	[phone]

Ashurst LLP is acting as legal adviser to National Express in connection with the Potential Combination.

Other Important Information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting as financial adviser exclusively for National Express and for no one else and will not be responsible to anyone other than National Express for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this announcement, any statement contained herein or otherwise.

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to National Express and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than National Express for providing the protections afforded to clients of HSBC, or for providing advice in connection with the matters referred to herein. Neither HSBC nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of HSBC in connection with this announcement or any matter referred to herein.

Website Publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on National Express's website (www.nationalexpressgroup.com) by no later than noon (London time) on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.

 

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