REG-FirstGroup PLC: Results of General Meeting

FirstgroupAnnouncement

18/11/2021 13:05

18 November 2021

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN OR INTO AUSTRALIA OR NEW ZEALAND
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

FIRSTGROUP PLC
RESULTS OF GENERAL MEETING

FirstGroup plc (the “Company”) is pleased to announce that, at the general
meeting of the Company held on 18 November 2021 (the “General Meeting”),
the three special resolutions and one ordinary resolution put to shareholders
to approve the Tender Offer and related matters (all as set out in full in the
Notice of General Meeting included in the shareholder circular dated 27
October 2021 (the “Circular”)) (the “Resolutions”) were each duly
passed by poll vote.

The number of votes for and against the Resolutions, and the number of votes
withheld, were as follows:

 Resolution (each as set out in full in the Notice of General Meeting)                                                                                                                                                                                                       FOR                  AGAINST            TOTAL         WITHHELD     
                                                                                                                                                                                                                                                                    Number of   % of vote  Number of   % of vote   Number of   Number of votes  
                                                                                                                                                                                                                                                                      votes                   votes                  votes                      
 1. Special resolution to authorise the Company to make one or more market purchases of its Ordinary Shares pursuant to, for the purposes of, the Tender Offer.                                                                                                    922,511,555    99.86     1,338,008     0.14    923,849,563      417,576      
 2. Ordinary resolution to authorise the Company and its directors, in connection with any Special Dividend, to consolidate or sub-divide the Ordinary Shares of the Company.                                                                                      922,688,592    99.88     1,076,995     0.12    923,765,587      501,552      
 3. Special resolution to, subject to any share consolidation taking effect, amend the definition of "nominal amount” or “nominal value" within the articles of association of the Company.                                                                        922,327,796    99.86     1,297,590     0.14    923,625,386      641,753      
 4. Special resolution in substitution for authority granted at the 2021 AGM, to authorise the Company to make one or more market purchases of its Ordinary Shares representing up to approximately ten per cent. of the Company's Issued Ordinary Share Capital.  921,501,300    99.77     2,150,190     0.23    923,651,490      611,899      

Votes “For” and “Against” are expressed as a percentage of votes
received. A “Vote Withheld” is not a vote in law and is not counted in the
calculation of the votes “For” and “Against” a resolution. The
Company’s issued share capital as at today’s date is 1,223,006,456
ordinary shares and the number of votes per share is one. The Company held
157,229 shares in treasury, which do not carry any voting rights. The total
number of voting rights in the Company was therefore 1,222,849,227.

A copy of the resolutions will be submitted to the Financial Conduct
Authority’s National Storage Mechanism (the “NSM”) and will be available
for inspection on the NSM’s website at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Votes were cast for a total of 923,849,563 ordinary shares of 5 pence share,
representing 75.55% of the total number of votes capable of being cast at the
General Meeting.

As announced on 27 October 2021, the Tender Offer opened on 28 October 2021
and will close at 1.00 p.m. on 29 November 2021. Proceeds are expected to be
despatched to Shareholders who successfully tender Ordinary Shares in December
2021.

Capitalised terms used in this announcement have the meanings given to them in
the announcement of the Company dated 27 October 2021 in respect of the Tender
Offer.

Contacts at FirstGroup:
Faisal Tabbah, Head of Investor Relations
Stuart Butchers, Group Head of Communications
corporate.comms@firstgroup.co.uk
+44 (0) 20 7725 3354

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

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

IMPORTANT NOTICE

This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Ordinary Shares
or other securities.

The full terms and conditions of the Tender Offer will be set out in the
Circular, which Shareholders are advised to read in full. Any response to the
Tender Offer should be made only on the basis of the information in the
Circular.

J.P. Morgan Securities plc (which conducts its U.K. investment banking
activities as J.P. Morgan Cazenove) (“J.P. Morgan”), 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 as lead joint sponsor, joint financial adviser and joint corporate
broker exclusively for FirstGroup and for no one else in connection with the
Return of Value and will not be responsible to anyone other than FirstGroup
for providing the protections afforded to clients of J.P. Morgan or for
providing advice in relation to the matters described in this announcement.

Goldman Sachs International (“Goldman Sachs”), 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 as joint sponsor, joint financial adviser and joint corporate broker
exclusively for FirstGroup and for no one else in connection with the Return
of Value and will not be responsible to anyone other than FirstGroup for
providing the protections afforded to clients of Goldman Sachs or for
providing advice in relation to the matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on J.P. Morgan and Goldman Sachs (the "Financial Advisers") under FSMA or the
regulatory regime established thereunder: (i) neither of the Financial
Advisers or any persons associated or affiliated with either of them accepts
any responsibility whatsoever or makes any warranty or representation, express
or implied, in relation to the contents of this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by, or on behalf of it, FirstGroup or the Directors, in
connection with FirstGroup and/or the Tender Offer; and (ii) each of the
Financial Advisers accordingly disclaims, to the fullest extent permitted by
law, all and any liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise be found to
have in respect of this announcement or any such statement.

Cautionary statement regarding forward-looking statements
This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms anticipates,
believes, could, estimates, expects, intends, may, plans, projects, should or
will, or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances.
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 the Group 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, the Market Abuse Regulation and the rules of the London Stock
Exchange), FirstGroup is not under any obligation and FirstGroup 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.

Overseas Shareholders
The availability of the Tender Offer to Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are located. Shareholders who are not resident in the United
Kingdom should read paragraph 6 of Part IV (Details of the Tender Offer) of
the Circular and should inform themselves about, and observe, any applicable
legal or regulatory requirements.  In addition, the attention of Shareholders
who are resident in the United States is drawn to the section for US
Shareholders below.

The Tender Offer is not being made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone and e-mail) of interstate
or foreign commerce of, or any facilities of a national securities exchange
of, any Restricted Jurisdiction and the Tender Offer cannot be accepted by any
such use, means, instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, unless otherwise determined by the Company and
permitted by applicable law and regulation, neither the Circular nor the
Tender Form nor any related document is being, nor may it be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent
in, into or from any Restricted Jurisdiction, and persons receiving the
Circular, the Tender Form and/or any related document (including, without
limitation, trustees, nominees or custodians) must not mail or otherwise
forward, distribute or send it in, into or from such Restricted Jurisdiction,
as to do so may invalidate any purported acceptance of the Tender Offer. Any
person (including, without limitation, trustees, nominees or custodians) who
would or otherwise intends to, or who may have a contractual or legal
obligation to, forward the Circular, the Tender Form and/or any related
document to any jurisdiction outside the United Kingdom, should seek
appropriate advice before taking any action.

US Shareholders
The Tender Offer is not subject to the disclosure and other procedural
requirements of Rule 13e-4 or Regulation 14D under the US Securities Exchange
Act of 1934 (the “US Exchange Act”). The Tender Offer will be made in the
US in accordance with the requirements of Regulation 14E under the US Exchange
Act to the extent applicable. Certain provisions of Regulation 14E under the
US Exchange Act are not applicable to the Tender Offer by virtue of Rule
14d-1(d) under the US Exchange Act. Goldman Sachs will act as US dealer
manager with respect to the Tender Offer in the United States to the extent
required. US Shareholders should note that the Ordinary Shares are not listed
on a US securities exchange and the Company is not subject to the periodic
reporting requirements of the US Exchange Act and is not required to, and does
not, file any reports with the US Securities and Exchange Commission
thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the US and most of its officers and
directors may reside outside the US. It may not be possible to sue a non-US
company or its officers or directors in a non-US court for violations of US
federal securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court’s judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US
person will be a taxable transaction for US federal income tax purposes. The
Circular sets out a guide to certain US tax consequences of the Tender Offer
for Shareholders under current US law. However, each such Shareholder should
consult and seek individual advice from an appropriate professional adviser.

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Goldman Sachs or any of their respective affiliates,
may make certain purchases of, or arrangements to purchase, Ordinary Shares
outside the United States during the period in which the Tender Offer remains
open for participation, including sales and purchases of Ordinary Shares
effected by Goldman Sachs acting as market maker in the Ordinary Shares. 
These purchases, or other arrangements, may occur outside the United States
either in the open market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of Rule 14e-5
under the US Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such
purchases, or arrangements to purchase, must comply with applicable English
law and regulation, including the Listing Rules, and the relevant provisions
of the US Exchange Act.  Any information about such purchases will be
disclosed as required in the UK and the US and, if required, will be reported
via a Regulatory Information Service and will be available on the London Stock
Exchange website at http://www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the US, the
right to tender Ordinary Shares is not being made available in any
jurisdiction in the US in which the making of the Tender Offer or the right to
tender such Ordinary Shares would not be in compliance with the laws of such
jurisdiction.

This announcement has not been approved, disapproved or otherwise recommended
by the US Securities and Exchange Commission or any US state securities
commission and such authorities have not confirmed the accuracy or determined
the adequacy of this announcement. Any representation to the contrary is a
criminal offence in the US.



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