19th Oct 2009 07:00
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
Stagecoach Group plc ("Stagecoach")
Statement regarding National Express Group plc ("National Express")
Stagecoach notes today's announcement by National Express.
On 3 September Stagecoach announced that it would not make an offer for National Express. Stagecoach is bound by that statement for six months from that date, save in certain limited circumstances, including with the agreement or recommendation of the National Express Board.
Stagecoach confirms that, at the invitation of National Express, on 16 October it submitted a letter to the Board of National Express indicating the terms under which Stagecoach would be prepared to enter into discussions regarding a possible combination of Stagecoach and National Express.
There can be no certainty either that an offer for National Express will be forthcoming or as to the terms of any such offer, save clearly that any offer would require the recommendation of the National Express Board. A further announcement will be made in due course if appropriate.
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, Stagecoach confirms that its total issued equity share capital at 15 October 2009 comprises 719,764,525 ordinary shares of 56/57 pence each. The International Securities Identification Number for the Stagecoach ordinary shares is GB00B1VJ6Q03.
Enquiries:
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Smithfield |
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John Kiely |
Tel: 020 7360 4900 |
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Stagecoach Group plc |
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Martin Griffiths, Finance Director |
Tel: 01738 442111 |
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Ross Paterson, Director of Finance & Company Secretary |
Tel: 01738 442111 |
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Steven Stewart, Director of Corporate Communications |
Tel: 01738 442111 Mob: 07764 774680 |
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Deutsche Bank AG |
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James Arculus |
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Eduard van Wyk |
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Nomura International plc |
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Charles Donald |
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Henry Phillips |
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Stagecoach or of National Express, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Stagecoach or National Express, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Stagecoach or of National Express by Stagecoach or National Express, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
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.L