Statement re equity fundraisi

RNS Number : 5573B

National Express Group PLC

29 October 2009

 



THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

28 October 2009  

National Express Group PLC
("National Express" or the "Group")

Statement regarding equity fundraising and Stagecoach

In July 2009, the Board of National Express (the "Board") highlighted the need to strengthen the Group's balance sheet to reduce debt and maintain compliance with its banking covenants from December 2009. Non-compliance with banking covenants would require the Group to seek further concessions from its banking partners, incurring additional cost and creating significant uncertainty for National Express shareholders. 

On 16 October 2009, following the announcement that the consortium comprising CVC Capital Partners and the Cosmen family (together, the "Consortium") did not intend to make an offer for the Group, the Board reiterated that the execution of an equity fundraising in 2009 is a key objective to secure a sustainable capital structure for the Group and unlock its inherent value. Notwithstanding this, the Board subsequently said it would carefully consider the offer proposal made by Stagecoach Group PLC ("Stagecoach") whilst continuing to progress its equity funding plans in order to assess whether it offered greater value and certainty to National Express shareholders.

Stagecoach Proposal

Following the Consortium's withdrawal, and as announced by the Group on 19 October 2009, the Board received a highly preliminary proposal from Stagecoach to acquire the Group in an all-share transaction, with National Express shareholders owning no more than 40% of the enlarged group (the "Stagecoach Proposal"). Stagecoach confirmed in its proposal that further work and analysis would be required to determine a precise exchange ratio, the extent to which any equity needs to be issued for cash and appropriate disposals of businesses.

The Board, together with its advisers, has evaluated the value and certainty of the Stagecoach Proposal. As part of this process, the Group's advisers met with Stagecoach's advisers to discuss due diligence requirements, the timing and feasibility of obtaining debt financing for the enlarged group, the requirement for future equity issuance and necessary disposals. 

The Board has concluded it is unlikely that a combination with Stagecoach could be successfully executed in 2009, even if appropriate terms could be agreed. Accordingly, to avoid any further disruption to the business and to allow the Group to secure the additional equity funding it requires before the end of 2009, all discussions with Stagecoach have now ceased.

The Group has confirmed with the Panel on Takeovers and Mergers (the "Panel") that, following this announcement, the Panel no longer regards National Express as being in an offer period for the purposes of the City Code on Takeovers and Mergers.

Equity fundraising

The Board believes it is in shareholders' best interests that an equity fundraising be undertaken as soon as possible, and expects to make a further announcement regarding such fundraising during the course of November 2009.

Enquiries:

National Express Group PLC
Jez Maiden Group Finance Director	020 7506 4324
Nicole Lander Director of Communications	0121 460 8401
Maitland	020 7379 5151
Neil Bennett
George Hudson
Merrill Lynch International	020 7628 1000
Simon Mackenzie-Smith
Philip Noblet
Justin Anstee
Simon Fraser (Corporate Broking)
Andrew Osborne (Corporate Broking)
Morgan Stanley & Co. Limited	020 7425 8000
Matthew Jarman
Peter Moorhouse (Corporate Broking)

Merrill Lynch International (a subsidiary of Bank of America Corporation) and Morgan Stanley & Co. Limited are acting exclusively for National Express Group PLC in relation to the possible offer and will not be responsible to anyone other than National Express Group PLC for providing the protections afforded to each of their clients or for providing advice in relation to the possible offer.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States.

 

END

 

 

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