3rd Sep 2009 11:18
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 IN THAT JURISDICTION
3 September 2009
Stagecoach Group plc ("Stagecoach")
Statement regarding National Express Group plc ("National Express")
Further to its announcement of 27 July 2009, Stagecoach notes today's announcement by a consortium comprising funds advised by CVC Capital Partners and interests of the Cosmen family (together, the "Consortium"), that the Consortium has made a revised proposal to acquire National Express.Stagecoach confirms that it remains in exclusive discussions with the Consortium and an agreement of principles has been reached regarding the possible acquisition by Stagecoach of the UK Bus and UK Rail operations of National Express from the Consortium. The UK Coach operations of National Express are not part of these discussions or agreement.
Stagecoach has had constructive discussions with the Department for Transport ("DfT") regarding a possible change of control of the rail franchises currently operated by National Express. Subject to agreeing the appropriate legally binding documentation and making the appropriate payment to the DfT, the following arrangements will apply to Stagecoach's possible acquisition of the National Express UK Rail operations:
Irrespective of a change of control in National Express and/or its rail franchises, the Secretary of State for Transport will reassume control of the East Coast franchise.
The DfT would not seek to enforce any cross-default provisions in respect of any other rail franchise currently operated by Stagecoach or National Express as a result of any of the circumstances, related to the possible acquisition, under which the Secretary of State will reassume control of the East Coast rail franchise.
It is expected that the DfT will be in a position to confirm in due course that the specific performance conditions that are required to be met for the East Anglia rail franchise to be extended from 2011 to 2014 have been satisfied.
The possible acquisition from the Consortium is subject to agreeing legally binding documentation and in view of its size would require the approval of Stagecoach shareholders as a class 1 transaction.
In light of its discussions with the Consortium, Stagecoach does not intend to make a formal offer in its own right to acquire the entire issued and to be issued share capital of National Express. For the purposes of Rule 2.8 of the City Code on Takeovers and Mergers (the "Code"), Stagecoach reserves the right to make or participate in an offer for National Express (and/ or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of this announcement:
(i) following the announcement of an offer by or on behalf of a third party (other than the Consortium) for National Express;
(ii) with the agreement or recommendation of the board of directors of National Express;
(iii) following the announcement by or on behalf of National Express of a "whitewash" proposal (for the purposes of Note 1 on the dispensation from Rule 9 of the Code) or a reverse takeover; or
(iv) if there is a material change in circumstances.
Enquiries:
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Stagecoach Group plc |
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Martin Griffiths, Finance Director |
Tel: 01738 442111 |
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Ross Paterson, Company Secretary |
Tel: 01738 442111 |
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Steven Stewart, Director of Corporate Communications |
Tel: 01738 442111 |
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Smithfield Financial |
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John Kiely |
Tel: 020 7360 4900 |
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Deutsche Bank AG |
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James Arculus |
Tel: 020 7545 8000 |
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Eduard van Wyk |
Tel: 020 7545 8000 |
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Nomura International plc |
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Charles Donald |
Tel: 020 7102 1000 |
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Henry Phillips |
Tel: 020 7102 1000 |
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG is acting as financial adviser to Stagecoach Group plc in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Stagecoach Group plc for providing the protections afforded to the clients of Deutsche Bank AG nor for providing advice in relation to the matters described in this announcement.
Nomura International plc, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Stagecoach Group plc in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Stagecoach Group plc for providing the protections afforded to the clients of Nomura International plc or for providing advice in relation to the matters described in this announcement.
Related Shares:
SGC.LNEX.L