REG-FirstGroup PLC: Statement re First Transit Earnout

FirstgroupAnnouncement

26/10/2022 07:15

FIRSTGROUP PLC
FIRST TRANSIT EARNOUT

In accordance with the terms of the disposal of First Transit by FirstGroup
plc ('FirstGroup' or the 'Group') to EQT Infrastructure V ('EQT
Infrastructure') in July 2021, the Group has been notified that affiliates of
EQT Infrastructure have signed an agreement to sell First Transit to Transdev
North America, Inc. (the 'Sale by EQT'). The Sale by EQT is subject to
customary conditions, including regulatory and antitrust clearance processes
in the US and Canada.

As part of the First Transit disposal to EQT Infrastructure, FirstGroup is
entitled to an earnout consideration, which is calculated as a percentage of
the realised equity value on the Sale by EQT and contemplating the cash flows
generated by First Transit since March 2021 to completion (subject to certain
permitted leakage provisions). FirstGroup currently estimates the earnout
consideration to be around $85m. Based on this estimate, FirstGroup is
expected to record a non-cash loss of c.£30m relative to the carrying value
of the earnout of £106m as at 26 March 2022. The final earnout consideration
amount will be determined in the period following completion of the Sale by
EQT, with receipt expected several months after completion.

Graham Sutherland, FirstGroup CEO, said:

"Receipt of the First Transit earnout proceeds will be another milestone in
the transformation that FirstGroup has undertaken in recent years to refocus
on our strong positions in UK bus and rail. The earnout proceeds will further
strengthen our business, which is now a resilient and robust platform with a
range of opportunities for growth and shareholder value creation."

 Contacts at FirstGroup:              Contacts at Brunswick PR:        
 Investor relations: Faisal Tabbah    Andrew Porter / Simone Selzer    
 Media: Stuart Butchers               Tel: +44 (0) 20 7404 5959        
 corporate.comms@firstgroup.co.uk                                      
 Tel: +44 (0) 20 7725 3354                                             

Forward-looking statements

Certain statements included or incorporated by reference within this document
may constitute ‘forward-looking statements’ with respect to the business,
strategy and plans of the Group and our current goals, assumptions and
expectations relating to our future financial condition, performance and
results. By their nature, forward-looking statements involve known and unknown
risks, assumptions, uncertainties and other factors that cause actual results,
performance or achievements of the Group to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. No statement in this document should be construed
as a profit forecast for any period. Shareholders are cautioned not to place
undue reliance on the forward-looking statements. Except as required by the UK
Listing Rules and applicable law, the Group does not undertake any obligation
to update or change any forward-looking statements to reflect events occurring
after the date of this document.

Notes

Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR
6 Annex 1R: 3.1. This announcement contains inside information. The person
responsible for arranging the release of this announcement on behalf of
FirstGroup is David Blizzard, Company Secretary.

FirstGroup plc (LSE: FGP.L) is a leading private sector provider of public
transport services. With £4.6 billion in revenue and more than 30,000
employees, our UK divisions transported nearly 1.5m passengers a day in the
last financial year. First Bus is the second largest regional bus operator in
the UK, serving two-thirds of the UK’s 15 largest conurbations with a fleet
of c.4,900 buses. First Rail is the UK’s largest rail operator, with many
years of experience running long-distance, commuter, regional and sleeper rail
services. We operate a fleet of c.3,800 rail vehicles through four management
fee-based train operating companies (Avanti, GWR, SWR, TPE) and two open
access routes (Hull Trains and Lumo). We create solutions that reduce
complexity, making travel smoother and life easier. Our businesses are at the
heart of our communities and the essential services we provide are critical to
delivering wider economic, social and environmental goals. We are formally
committed to operating a zero-emission First Bus fleet by 2035 and to cease
purchasing further diesel buses after 2022; and First Rail will help support
the UK Government’s goal to remove all diesel-only trains from service by
2040. In 2022 FirstGroup was named as one of the world's cleanest 200 public
companies for the third consecutive year by sustainable business media group
Corporate Knights in partnership with US not-for-profit organisation, As You
Sow. Visit our website at www.firstgroupplc.com and follow us @firstgroupplc
on Twitter.



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