REG-FirstGroup PLC: Total Voting Rights

FirstgroupAnnouncement

02/12/2021 15:40

FIRSTGROUP PLC

Announcement of Acquisition of Shares and Total Voting Rights

2 December 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

Acquisition of Shares and Total Voting Rights

Further to its announcement of the results of its Tender Offer earlier today,
FirstGroup plc (the “Company”) confirms that, under the terms of the
Option Agreement, it has acquired from Goldman Sachs 476,190,476 Ordinary
Shares in the Company at the Tender Price of 105 pence per Ordinary Share,
representing a total cost of £499,999,999.80. The Ordinary Shares acquired by
the Company are today being cancelled. The Ordinary Shares were originally
purchased by Goldman Sachs pursuant to the Tender Offer at the Tender Price.

In accordance with Paragraph 5.6.1 of the FCA’s Disclosure Guidance and
Transparency Rules, the Company notifies the market of the following:
* The 476,190,476 Ordinary Shares acquired by the Company from Goldman Sachs
represented approximately 38.9% of the voting rights attributable to the
Ordinary Shares immediately prior to such acquisition.
* Following completion of the Tender Offer and the cancellation of 476,190,476
Ordinary Shares, the Issued Ordinary Share Capital consists of 746,664,464
Ordinary Shares with voting rights. Each of these Ordinary Shares carries one
vote. The total number of voting rights, therefore, is 746,664,464. The
ordinary shares have a nominal value of 5 pence each.
This figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA’s
Disclosure Guidance and Transparency Rules.

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.com

+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: 2.5.

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 are set out in the Circular,
which Shareholders were advised to read in full.

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.



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