Results of Rights Issue

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN ORINTO THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THEPUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS AREAPPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT. FirstGroup plc 26 June 2013 Results of Rights Issue FirstGroup plc (the "Company") today announces that the 3 for 2 Rights Issue of722,859,586 New Ordinary Shares at 85 pence per New Ordinary Share announced on20 May 2013 closed for acceptances at 11.00 a.m. (London time) on 25 June 2013.The Company received valid acceptances in respect of 633,318,613 New OrdinaryShares, representing approximately 87.61 per cent. of the total number of NewOrdinary Shares offered to Qualifying Shareholders pursuant to the fullyunderwritten Rights Issue. It is expected that the New Ordinary Shares in uncertificated form will becredited to CREST accounts as soon as practicable after 8.00 a.m. on 26 June2013 and that definitive share certificates in respect of New Ordinary Sharesin certificated form will be dispatched to Shareholders by no later than 8 July2013. It is expected that the New Ordinary Shares will commence trading, fully paid,on the London Stock Exchange's main market for listed securities on 26 June2013. In accordance with their obligations as Joint Bookrunners in respect of theRights Issue as set out in Part XI (Additional Information) of the Prospectusdated 22 May 2013, Goldman Sachs International, J.P. Morgan Securities plc andMerrill Lynch International will endeavour to procure subscribers for theremaining 89,540,973 New Ordinary Shares not validly taken up in the RightsIssue, failing which Goldman Sachs International, J.P. Morgan Securities plc,Merrill Lynch International and HSBC Bank plc, acting as Underwriters, haveagreed to acquire, on a several basis, any remaining New Ordinary Shares. The net proceeds from the placing of such New Ordinary Shares (after thededuction of the Issue Price of 85 pence per New Ordinary Share and theexpenses of procuring subscribers including any applicable brokerage andcommissions and amounts in respect of VAT which are not recoverable, if any)will be paid (without interest) to those persons whose rights have lapsed inaccordance with the terms of the Rights Issue, pro rata to their lapsedprovisional allotments, save that individual amounts of less than £5 will notbe paid to such persons but will be paid to the Company. A further announcement as to the number of New Ordinary Shares for whichsubscribers have been procured will be made in due course. Following completion of the Rights Issue, the Company's issued share capitalwill consist of 1,204,926,756 ordinary shares of 5 pence each. The Companyholds 160,779 Ordinary Shares in treasury. Therefore, as at 26 June 2013, thetotal number of voting rights in the Company is 1,204,765,977. This figure maybe used by Shareholders as the denominator for the calculations by which theydetermine if they are required to notify their interest in, or a change intheir interest in, the Company under the FCA's Disclosure and TransparencyRules. CONTACTS FirstGroup plc Tim O'Toole, Chief Executive +44 (0) 20 7291 0512 Chris Surch, Group Finance Director Rachael Borthwick, Group Corporate Communications Director Goldman Sachs International Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint CorporateBroker Anthony Gutman +44 (0) 20 7774 1000 Phil Raper Eduard van Wyk J.P. Morgan Cazenove Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint CorporateBroker Malcolm Moir +44 (0) 20 7742 4000 Jonathan Wilcox Guy Marks BofA Merrill Lynch Joint Bookrunner Rupert Hume-Kendall +44 (0) 20 7628 1000 Oliver Holbourn Daniel Burton-Morgan END IMPORTANT NOTICE This announcement is an advertisement and not a prospectus. Nothing in thisannouncement should be interpreted as a term or condition of the Rights Issue.Investors should not subscribe for or purchase, sell or dispose of any NewOrdinary Shares, the Provisional Allotment Letters, the Nil Paid Rights or theFully Paid Rights in the Company except on the basis of information in theProspectus published by the Company in connection with the Rights Issue. Capitalised terms defined in the Prospectus published on 22 May 2013 shall havethe same meaning when used in this announcement. This announcement is for information purposes only and is not intended to anddoes not constitute or form part of any offer or invitation to purchase orsubscribe for, or any solicitation to purchase or subscribe for, Nil PaidRights, Fully Paid Rights or New Ordinary Shares or to take up any entitlementsto Nil Paid Rights in any jurisdiction in which such an offer or solicitationis unlawful. This announcement cannot be relied upon for any investmentcontract or decision. The information contained in this announcement is not for release, publicationor distribution to persons in the United States, Australia, Canada or Japan andshould not be distributed, forwarded to or transmitted in or into anyjurisdiction where to do so might constitute a violation of local securitieslaws or regulations. This announcement does not constitute or form part of an offer or solicitationto purchase or subscribe for securities of the Company in the United States,Australia, Canada or Japan. None of the Nil Paid Rights, the Fully Paid Rightsor the New Ordinary Shares has been or will be registered under the USSecurities Act of 1933 (the "Securities Act") or under the applicablesecurities laws of any state or other jurisdiction of the United States or thesecurities legislation of any province or territory of Australia, Canada orJapan. Accordingly, the Nil Paid Rights, the Fully Paid Rights or the NewOrdinary Shares may not be offered, sold, resold, delivered or distributed,directly or indirectly, in or into the United States absent registration, or anexemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and in compliance with state securitieslaws, or in or into Australia, Canada or Japan except in accordance withapplicable law. There will be no public offer of Nil Paid Rights, Fully PaidRights or New Ordinary Shares in the United States, Canada or Japan. The New Ordinary Shares will be issued without disclosure in Australia underChapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The offer ofthese New Ordinary Shares for resale in Australia within 12 months of theiracquisition may, under section 707 of the Corporations Act, require disclosureto investors. Accordingly the New Ordinary Shares should not, within 12 monthsof their acquisition, be offered, transferred, assigned or otherwise alienatedto investors in Australia except in circumstances where disclosure to investorsis not required. New Ordinary Shares transferred on-market on the London StockExchange are not subject to the Australian disclosure regime. The distribution of this announcement and/or the Prospectus and/or theProvisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully PaidRights and/or New Ordinary Shares into jurisdictions other than the UnitedKingdom may be restricted by law, and, therefore, persons into whose possessionthis announcement and/or the Prospectus and/or the Provisional Allotment Lettercomes should inform themselves about and observe any such restrictions. Anyfailure to comply with any such restrictions may constitute a violation of thesecurities laws of such jurisdiction. In particular, subject to certainexceptions, the Prospectus and the Provisional Allotment Letter should not bedistributed, forwarded to or transmitted in or into the United States, Canadaor Japan. This announcement does not constitute a recommendation concerning the RightsIssue. The price and value of securities can go down as well as up. Pastperformance is not a guide to future performance. The contents of thisannouncement are not to be construed as legal, business, financial or taxadvice. Each Shareholder or prospective investor should consult his, her or itsown legal adviser, business adviser, financial adviser or tax adviser forlegal, financial, business or tax advice. Neither the content of the Company's website nor any website accessible byhyperlinks on the Company's website is incorporated in, or forms part of, thisannouncement.