REG-FirstGroup PLC: New National Rail Contracts for SWR and TPE

FirstgroupAnnouncement

20/05/2021 07:05

FIRSTGROUP SIGNS NEW NATIONAL RAIL CONTRACTS
FOR SOUTH WESTERN RAILWAY AND TRANSPENNINE EXPRESS

FirstGroup plc (‘FirstGroup’ or ‘The Group’) is pleased to announce
the agreement of  National Rail Contracts (‘NRCs’) with the Department
for Transport (‘DfT’) for its South Western Railway (‘SWR’) and
TransPennine Express (‘TPE’) train operating companies. The new NRCs will
commence on 30 May 2021, when the current Emergency Recovery Measures
Agreements (‘ERMAs’) come to an end.
* New NRCs for SWR and TPE have a two-year term to May 2023 with options to
extend by up to two further years to May 2025
* FirstGroup bears no revenue risk and very limited cost risk under an annual
budget agreed with DfT; there is also no significant contingent capital risk
* Annual fees on NRCs consist of a fixed management fee plus performance fee
based mainly on the delivery of customer-focused performance metrics
National Rail Contracts are a new contract structure for agreements between
train operating companies and the DfT and the contracts for both SWR and TPE
are among the first wave of NRCs to be announced. NRCs replace the previous
revenue risk-based franchising system. The NRCs have a primary two-year term
to the end of May 2023 for both SWR and TPE, and both have an option to be
extended by up to two further years at the DfT’s discretion.

Under the NRCs the DfT will retain all revenue risk and substantially all cost
risk. For the Group’s 70% share of the First MTR joint venture for SWR the
fixed management fee is £3.3m per annum and there is the opportunity to earn
an additional fee of up to £9.9m which is the maximum attainable performance
fee. For TPE the fixed management fee is £2.3m per annum and there is the
opportunity to earn an additional fee of up to £5.2m which is the maximum
attainable performance fee. The punctuality and other operational targets
required to achieve the maximum level of performance fee are designed to
incentivise the highest level of performance for customers.

The NRCs achieve a more appropriate balance of risk and reward between
FirstGroup and the Government. They carry no significant contingent capital
risk, with the Group’s contingent capital for both the SWR and TPE NRCs
totalling £15m, 50% of which is bonded. There are limited scenarios in which
this contingent capital can be called upon, primarily in the event of early
termination of the contracts by the operator.

Both train operating companies will work collaboratively with industry
partners and stakeholders to build back patronage, while delivering plans to
upgrade our service offering. These plans include the introduction of flexible
commuter tickets and continuing to facilitate a move towards electronic and
mobile ticketing, smartcards and improved apps for both companies.

FirstGroup’s ambition is to be the partner of choice for low- and
zero-emission transport. The Group recently became the first bus and rail
operator in the UK to formally commit to setting an ambitious science-based
target for reaching net zero emissions by 2050 or earlier. Sustainability is
at the heart of the NRCs and both SWR and TPE will develop a decarbonisation
policy and roadmap towards achieving net zero emissions in accordance with
this goal.

As the largest UK operator with four passenger rail contracts expected to run
to at least 2023, FirstGroup is well placed to benefit from the Government’s
transition of the passenger rail industry to a commercial structure which is
lower-risk and more predictable. The transition to a new model is expected to
create a successful railway system that works better for passengers and
taxpayers, while generating more resilient and consistent returns for
shareholders.

As previously announced, the West Coast Partnership ERMA is in place until the
end of March 2022 and we are discussing an NRC with duration of up to 31 March
2032 (with the core and extension periods to be determined). The existing
Emergency Measures Agreement for GWR has already been extended to June 2021,
and the underlying GWR direct award runs to 1 April 2023 with an extension
option of up to one year.

Commenting, Matthew Gregory, FirstGroup Chief Executive, said:
“We welcome the announcement today by the Secretary of State of a plan for
the future of the UK rail industry with the expertise, innovation and
experience of private sector rail operators at the heart of the model. The
National Rail Contracts agreed for SWR and TPE leave us well-placed for lower
risk, cash generative rail operations on those two networks. We have long
called for this transition to a new contract structure with a far better
balance of risk and reward, and which benefits customers by a clearer focus on
performance, including the introduction of a new set of passenger service
metrics.

“As the country begins the process of ‘building back better’ the
essential role of public transport has never been clearer and our leading
position in the sector means that we have an important role. Our rail services
have a vital part to play in driving economic growth, combating climate change
and supporting the development of vibrant and sustainable communities.”

Notes

SWR plans under the National Rail Contract

SWR will deliver improvements for customers and communities across their
network during the NRC period, including:
* the introduction of a new suburban fleet of trains from Alstom
* pioneering next-generation on board 5G Wi-Fi from evo-rail – SWR will be
the first rail company to receive this technology developed in house by First
Rail
* continued high levels of performance, investment in stations and depots and
further steps made to improve the accessibility of the railway
* further steps to improve sustainability of the business, with development of
a zero net carbon roadmap
* working with BTP and other partners to safeguard children and vulnerable
people on the network
* continuing to deliver an enhanced apprenticeship programme.
TPE plans under the National Rail Contract

In the NRC period, TPE will continue to be at the heart of transformation
plans for rail in the North of England and into Scotland, including:
* the final roll out of new Nova fleets of trains across the network, offering
greater capacity and flexibility
* continued high levels of performance, investment in stations and further
steps made to improve the accessibility of the railway
* further steps to improve sustainability of the business, with development of
a zero net carbon roadmap
* being a key partner in the significant infrastructure boost to be delivered
through the TransPennine Route Upgrade due to begin this year and be delivered
by 2028 which will provide a major enhancement to rail services for the region
* Following the retirement of Liz Collins as Interim Managing Director, from 1
June, the TPE business will be led by Matthew Golton as Managing Director.
Matthew has three decades of experience in the rail sector, including recently
as GWR’s Interim Managing Director, and will bring this to bear at TPE as
the business realises the significant benefits of major rail investment across
the region.
Key financial terms for the National Rail Contracts
* The DfT retains all revenue risk.
* The DfT retains cost risk up to the agreed annual business plan budgetary
levels, with change protections. Under the NRC, the operating company bears
the risk of costs in excess of the agreed annual budget unless agreed in
advance with the DfT. Contractual change mechanisms exist that allow the
budget to be increased for items outside of the operating company’s control
or changes requested by the DfT.
* The Performance Based Fee is scored against four categories (Operational
Performance, Customer Satisfaction, Finance and Business Management). There is
a mix of quantitative metrics and qualitative assessments with three levels
(‘below acceptable’, ‘acceptable’, ‘good’) – ‘acceptable’
rating results in approximately two thirds of the performance-based fee
element being payable
* The NRCs make provision for additional incentive fees to be earned for
participation in significant industry change projects outside normal
operation, for example supplying project delivery expertise to help deliver
the TransPennine Route Upgrade programme due to start this year and be
delivered by 2028.
* The NRCs make no structural changes to the ring-fenced cash mechanism or the
working capital cap-and-collar mechanism in place; no significant change is
anticipated to the ring-fenced cash range in TPE but the SWR range is expected
to reduce marginally.
* The Group will also remain obliged under its contingent capital commitments
for the two existing franchise agreements until the expiration of the relevant
bonds in December 2021 (for TPE) and October 2022 (for SWR), plus the TPE
parent company support remaining after payment of the termination sum
announced on 11 May 2021, until final settlement of any net assets or
liabilities between TPE and the DfT relating to the previous franchise period.
Thereafter, the contingent capital liability will be £15m in total.
* SWR and TPE will continue to be fully consolidated in the Group accounts
with the net cost of operations and capex to be funded in advance by the DfT.
* The Group will receive an annual dividend from the train operating companies
reflecting the post-tax net management and performance fees. These dividends
are expected to be paid in September following the completion of the audited
accounts of the train operating companies.
A conference call for investors and analysts will be held at 9:00am today –
attendance is by invitation. Please email corporate.comms@firstgroup.com in
advance of the call to receive joining details. To access the presentation to
be discussed on the conference call, together with a pdf copy of this
announcement, go to www.firstgroupplc.com/investors. A playback facility will
also be available there in due course.

Contacts at FirstGroup:
Faisal Tabbah, Head of Investor Relations
Stuart Butchers, Group Head of Communications
Tel: 020 7725 3354
corporate.comms@firstgroup.com

Contacts at Brunswick PR:
Andrew Porter / Simone Selzer, Tel: +44 (0) 20 7404 5959

Notes
Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR
6 Annex 1R: 3.1.

About FirstGroup
FirstGroup plc (LSE: FGP.L) is a leading provider of transport services in the
UK and North America. With £7.8bn in revenue in the year to 31 March 2020 and
around 100,000 employees, we transported 2.1bn passengers. Whether for
business, education, health, social or recreation – we get our customers
where they want to be, when they want to be there. We create solutions that
reduce complexity, making travel smoother and life easier. We provide easy and
convenient mobility, improving quality of life by connecting people and
communities. Visit our website at www.firstgroupplc.com and follow us
@firstgroupplc on Twitter.

About SWR
Operating over 1,500 services each weekday across the network, SWR employs
more than 5,000 employees and provides commuter inter-urban, regional and long
distance services to passengers in South West London and southern counties of
England and Island Line services on the Isle of Wight, as well as providing
connectivity to the ports and airports in the region. As well as commuters and
business travellers, SWR transports leisure travellers across the region, to
many tourist and heritage sites, and the numerous major sporting and social
events that take place along the route every year.

About TPE
TransPennine Express is an intercity rail provider with a vision to Take the
North Further. We are delivering an investment of over £500m that will
transform travel and customer experience across the North and into Scotland.
This includes the introduction of 220 brand new state of the art Nova
carriages, providing new routes, services and will increase capacity by over
80 per cent on a seven day a week timetable.

Figures presented in this announcement are not audited. Certain statements
included or incorporated by reference within this announcement are, or may be
deemed to be, forward-looking statements. These forward-looking statements
include, without limitation, all matters that are not historical facts. They
appear in a number of places throughout this announcement and include, but are
not limited to, statements regarding FirstGroup and its intentions, beliefs or
current expectations concerning, among other things, the business, results of
operations, prospects, growth and strategies of the Group, or parts thereof.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Forward-looking
statements are not guarantees of future performance and the actual results of
operations of the Group, or parts thereof, and the developments in the
industries in which they operate, may differ materially from those described
in, or suggested by, the forward-looking statements contained in this
announcement. A number of factors could cause results and developments to
differ materially from those expressed or implied by the forward-looking
statements including, without limitation, general economic and business
conditions, industry trends, competition, changes in law and regulation,
currency fluctuations, changes in business strategy and political and economic
uncertainty. 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 FirstGroup 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 and the Prospectus Rules), the Group is not under any
obligation and the Group 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.



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