REG-FirstGroup PLC: Statement re withdrawal of Apollo

FirstgroupAnnouncement

08/05/2018 11:05

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release
8 May 2018

FirstGroup plc statement re withdrawal of Apollo

The Board of FirstGroup plc (“FirstGroup” or the “Company”) notes the
announcement made by Apollo Global Management, LLC ("Apollo") on behalf of
certain of its affiliates that it does not intend to make an offer for
FirstGroup.

In recent weeks the Board of FirstGroup received two preliminary and highly
conditional indicative proposals from Apollo relating to a possible cash offer
for the entire issued and to be issued ordinary share capital of FirstGroup
(the “Proposals”). Having considered them in detail, the Board of
FirstGroup concluded that the Proposals fundamentally undervalued the Company.
Accordingly, the Board of FirstGroup unanimously rejected the Proposals.

The Board of FirstGroup continues to believe in the strong prospects for
shareholder value creation available to the Company. FirstGroup will publish
its full year results for the year to 31 March 2018 on 31 May and will update
the market on the Company's outlook at that time.

This announcement has been made by FirstGroup without the agreement or
approval of Apollo.

In accordance with Rule 26.1 of the City Code on Takeovers and Mergers (the
"Code"), a copy of this announcement will be available on FirstGroup’s
website at www.firstgroupplc.com by no later than 12 noon (London time) on 9
May 2018. The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement. The person
responsible for arranging the release of this announcement on behalf of
FirstGroup is Michael Hampson, Group General Counsel and Company Secretary.

Enquiries:

FirstGroup plc
                                   
                                    
         Tel: +44 (0) 20 7725 3354
Faisal Tabbah, Head of Investor Relations
Stuart Butchers, Group Head of Media

Goldman Sachs
International                                                 
         Tel: +44 (0) 20 7774 1000
Eduard van Wyk
Nick Harper
Phil Raper

J.P. Morgan Cazenove
                                                           
        Tel: +44 (0) 20 7742 4000
Charles Harman
Richard Perelman
Adam Laursen

Brunswick Group LP                          
                                    
         Tel: +44 (0) 20 7404 5959
Jonathan Glass
Andrew Porter
Alison Kay

Goldman Sachs International, 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 for FirstGroup and no
one else in connection with the matters described in this announcement and
will not be responsible to anyone other than FirstGroup for providing the
protections afforded to clients of Goldman Sachs International, or for giving
advice in connection with the matters described in this announcement or any
matter referred to herein.

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
in the United Kingdom 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, nor
for providing advice in relation to any matter referred to herein.

Forward-looking statements
Certain statements included or incorporated by reference within this
announcement may constitute ‘forward- looking statements’ with respect to
the business, strategy and plans of the Company 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 Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. 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 Company
does not undertake any obligation to update or change any forward-looking
statements to reflect events occurring after the date of this announcement.

Legal Entity Identifier:  549300DEJZCPWA4HKM93



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