REG - FirstGroup PLC - Extension to PUSU deadline

FirstgroupAnnouncement

23/06/2022 16:45

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RNS Number : 0272Q  FirstGroup PLC  23 June 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY 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 CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS
TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 23 June 2022

FirstGroup plc

Extension to PUSU deadline

On 9 June 2022, FirstGroup plc ("FirstGroup" or the "Company") announced that
it had rejected the latest unsolicited, conditional proposal (the "Proposal")
from I Squared Capital Advisors (UK) LLP ("I Squared") in relation to a
possible offer for the entire issued, and to be issued, share capital of the
Company by funds managed by I Squared.

The Board, having carefully evaluated the Proposal from I Squared, concluded
that the Proposal significantly undervalued FirstGroup's continuing operations
and its future prospects, and was not in a structure that provided sufficient
certainty to shareholders.

Following FirstGroup's statement on 26 May 2022 regarding the unsolicited
approach from I Squared, in accordance with Rule 2.6(a) of the Code, I Squared
was required, by not later than 5.00 p.m. on 23 June 2022 (the "PUSU
Deadline"), to either announce a firm intention to make an offer for the
Company in accordance with Rule 2.7 of the Code or to announce that it did 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.

In order to allow discussions with I Squared to continue, the Board of
FirstGroup has requested that the Panel on Takeovers and Mergers (the "Panel")
extend the PUSU Deadline in accordance with Rule 2.6(c) of the Code.

In light of this request, an extension has been granted by the Panel and in
accordance with Rule 2.6(a) of the Code, I Squared is required, by not later
than 5.00 p.m. on 21 July 2022, either to announce a firm intention to make an
offer for the Company in accordance with Rule 2.7 of the Code or to announce
that it does not intend to make an offer for the Company, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended further with the consent of the Panel,
at the Company's request, in accordance with Rule 2.6(c) of the Code.

This announcement has been made without the consent of I Squared.

Important Code notes

There can be no certainty either that an offer will be made nor as to the
terms of any offer, if made.

The person responsible for arranging the release of this announcement on
behalf of FirstGroup is David Blizzard.

Inside Information

The information contained within this announcement is deemed by FirstGroup to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

For further information please contact:

FirstGroup
 
+44 207 725 3354

Faisal Tabbah, Head of Investor Relations

 

Rothschild & Co
 
+44 207 280 5000

Avi Goldberg / Jessica Dale

 

J.P. Morgan Cazenove
 
+44 207 742 4000

Richard Perelman / James Robinson / Vladimir Ivanov

 

Goldman Sachs International
                                     +44
207 774 1000

Eduard van Wyk / Bertie Whitehead / Nick Harper

 

Brunswick Group LLP
 
+44 207 404 5959

Andrew Porter / Simone Selzer

 

Notice related to financial advisers and corporate brokers

N.M. Rothschild & Sons Limited ("Rothschild & Co") which is authorised
and regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively for FirstGroup and for no one else in connection with the
subject matter of this announcement and will not be responsible to anyone
other than FirstGroup for providing the protections afforded to its clients or
for providing advice in connection with the subject matter of this
announcement.

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 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, or for providing
advice in relation to any matter referred to herein.

Goldman Sachs International is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority. Goldman Sachs International is acting exclusively for
FirstGroup and no one else in connection with the Transaction and will not
regard any other person (whether or not a recipient of this announcement) as a
client in relation to the Transaction and will not be responsible to anyone
other than FirstGroup for providing the protections afforded to Goldman Sachs
International's clients nor for giving advice in relation to the Transaction
or any other arrangement referred to in this announcement

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) , including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.FirstGroupplc.com by no later than 12 noon
(London time) on the business day following the date of this announcement. The
content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation, or the 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, 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 other than the United Kingdom and the
availability of any offer to shareholders of FirstGroup who are not resident
in the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of FirstGroup who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements.

 

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