Statement re Possible Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE
21st October 2026
MOBICO GROUP PLC
Statement regarding possible offer for Mobico Group PLC (“Mobico”)
Following the recent movement in Mobico’s share price, the Mobico Independent Directors([1]) confirm that they have received an approach from Autobuses de Leon, S.L. (“AdL”) regarding a possible cash offer for the entire issued and to be issued share capital of Mobico. Following an initial approach and subsequent period of negotiation between the parties, AdL submitted a non-binding proposal of 46 pence per share in cash (the “Proposal”).
AdL is a company jointly held by CMC Group and Asterion Industrial Partners Fund III, FCR, a fund managed by Asterion Industrial Partners SGEIC, S.A.. CMC Group has been a long-term investor in the Company since its sale of ALSA in 2005, and is the Company’s largest shareholder with a 26% shareholding. Asterion Industrial Partners SGEIC, S.A. is a leading investment management firm headquartered in Madrid, with €8.3bn in assets under management and a track record of investing in mobility businesses.
The Mobico Independent Directors have carefully evaluated the Proposal together with its advisers and considers it to be at a value that it is minded to recommend to Mobico shareholders should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on these financial terms and subject to satisfactory agreement of the full terms and conditions of any offer and definitive transaction documentation.
The Mobico Independent Directors have agreed to provide AdL with access to confirmatory due diligence to progress towards the announcement of a firm intention to make an offer.
This announcement does not amount to an announcement of a firm intention to make an offer. There can be no certainty that any firm offer for Mobico will be made. Mobico shareholders are advised to take no action in relation to the Proposal.
A further announcement will be made when appropriate.
In accordance with Rule 2.6(a) of the Code, AdL is required, by not later than 5.00 p.m. (London time) on 18th November 2026 (being 28 days after the date of this announcement), to either announce a firm intention to make an offer for Mobico in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.
This announcement is being made with the consent of AdL.
In accordance with Rule 2.5(a) of the Code, AdL reserves the right to make an offer for Mobico at a lower value or on less favourable terms than the Proposal: (i) with the agreement or recommendation of the Mobico Independent Directors; (ii) if a third party announces a firm intention to make an offer for Mobico which, at that date, is of a value less than the value of the Proposal; or (iii) following the announcement by Mobico of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Mobico declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, AdL reserves the right to make an equivalent reduction to the Proposal.
Enquiries
Mobico Group plc ir@mobicogroup.com
Patrick Pittaway
Gregor Allan
Headland (PR Adviser to Mobico) mobico@headlandconsultancy.com
Matt Denham +44 (0)7551 825 496
Henry Wallers +44 (0)7876 562 436
BofA Securities (Sole Financial Adviser to Mobico) +44 (0)20 7628 1000
David Lloyd
Ed Peel
Justin Anstee
Geoff Iles
Alexander Penney
Important Notices
This announcement contains inside information and is issued on behalf of Mobico by Gillian Saunderson, Company Secretary.
This announcement is not intended to, and does not constitute or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire or dispose of, any securities or a solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in jurisdictions outside the United Kingdom, and the availability of any offer to shareholders of Mobico who are not resident in the United Kingdom, may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Merrill Lynch International ("BofA Securities"), 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 exclusively for Mobico and for no one else in connection with the Proposal and will not be responsible to anyone other than Mobico for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.
Freshfields LLP is acting as legal adviser to Mobico.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Mobico’s website (https://www.mobicogroup.com/investors) by no later than 12 noon (London time) on the business day following the date of this announcement. The contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Mobico confirms that as at the date of this announcement it has in issue 614,086,377 shares of 5 pence each. Mobico does not hold any shares in treasury as at the date of this disclosure. The International Securities Identification Number (ISIN) for the ordinary shares of Mobico is GB0006215205.
([1]) The Board of Directors of Mobico comprising all of the Mobico Directors other than Jorge Cosmen.
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