Form 8.3 - STAGECOACH GROUP PLC

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR

MORE

Rule 8.3 of the Takeover Code (the "Code")

1.

KEY INFORMATION

(a)

Full name of discloser:

Barclays PLC.

(b)

Owner or controller of interest and short

positions disclosed, if different from 1(a):

(c)

Name of offeror/offeree in relation to whose

STAGECOACH GROUP PLC

relevant securities this form relates:

(d)

If an exempt fund manager connected with an

offeror/offeree, state this and specify identity of

offeror/offeree:

(e)

Date position held/dealing undertaken:

22 March 2022

(f)

In addition to the company in 1(c) above, is the discloser making

YES:

disclosures in respect of any other party to the offer?

NATIONAL EXPRESS GROUP PLC

2.

POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)

Interests and short positions in the relevant securities of the offeror or offeree

to which the disclosure relates following the dealing (if any)

Class of relevant security:

125/228p ordinary

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

and/or controlled:

12,727,740

2.31%

1,638,270

0.30%

(2)

Cash-settled derivatives:

1,350,251

0.24%

12,381,138

2.24%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

0

0.00%

0

0.00%

TOTAL:

14,077,991

2.55%

14,019,408

2.54%

(b)

Rights to subscribe for new securities (including directors and other executive

options)

Class of relevant security in relation to

which subscription right exists

Details, including nature of the rights

concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a)

Purchases and sales

Class of relevant

Purchase/sale

Number of

Price per unit

security

securities

125/228p ordinary

Purchase

3,835

1.0500 GBP

125/228p ordinary

Purchase

8,717

1.0499 GBP

125/228p ordinary

Purchase

42,833

1.0510 GBP

125/228p ordinary

Sale

44

1.0510 GBP

125/228p ordinary

Sale

12,552

1.0500 GBP

125/228p ordinary

Sale

34,311

1.0520 GBP

125/228p ordinary

Sale

75,528

1.0509 GBP

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

125/228p ordinary

 SWAP

Long

1,358

1.0509 GBP

125/228p ordinary

 CFD

Long

3,835

1.0500 GBP

125/228p ordinary

 SWAP

Long

31,650

1.0515 GBP

125/228p ordinary

 SWAP

Long

36,160

1.0510 GBP

125/228p ordinary

 SWAP

Long

40,715

1.0513 GBP

125/228p ordinary

 CFD

Short

3,835

1.0500 GBP

125/228p ordinary

 SWAP

Short

32,941

1.0510 GBP

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

Product

Writing,

Number

Exercise

Type

Expiry

Option

of

description

purchasing,

of

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

relates

(ii)

Exercising

Class of relevant

Product description

Exercising/ exercised against

Number of

Exercise price per

security

securities

unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

Nature of Dealings

Details

Price per unit (if

security

applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealings arrangements

Details of any indemnity or option arrangement, or any agreement or understanding,

formal or informal, relating to relevant securities which may be an inducement to deal

or refrain from dealing entered into by the person making the disclosure and any party

to the offer or any person acting in concert with a party to the offer:

NONE

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between

the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights of future acquisition or disposal of any relevant securities to which

any derivative is referenced:

NONE

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:

23 Mar 2022

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213