NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 June 2022
Extension to PUSU deadline
On 9 June 2022, FirstGroup plc ("FirstGroup" or the "Company") announced that it had rejected the latest unsolicited, conditional proposal (the "Proposal") from I Squared Capital Advisors (UK) LLP ("I Squared") in relation to a possible offer for the entire issued, and to be issued, share capital of the Company by funds managed by I Squared.
The Board, having carefully evaluated the Proposal from I Squared, concluded that the Proposal significantly undervalued FirstGroup's continuing operations and its future prospects, and was not in a structure that provided sufficient certainty to shareholders.
Following FirstGroup's statement on 26 May 2022 regarding the unsolicited approach from I Squared, in accordance with Rule 2.6(a) of the Code, I Squared was required, by not later than 5.00 p.m. on 23 June 2022 (the "PUSU Deadline"), to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it did 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.
In order to allow discussions with I Squared to continue, the Board of FirstGroup has requested that the Panel on Takeovers and Mergers (the "Panel") extend the PUSU Deadline in accordance with Rule 2.6(c) of the Code.
In light of this request, an extension has been granted by the Panel and in accordance with Rule 2.6(a) of the Code, I Squared is required, by not later than 5.00 p.m. on 21 July 2022, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for the Company, 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 further with the consent of the Panel, at the Company's request, in accordance with Rule 2.6(c) of the Code.
This announcement has been made without the consent of I Squared.
Important Code notes
There can be no certainty either that an offer will be made nor as to the terms of any offer, if made.
The person responsible for arranging the release of this announcement on behalf of FirstGroup is David Blizzard.
The information contained within this announcement is deemed by FirstGroup to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
For further information please contact:
FirstGroup +44 207 725 3354
Faisal Tabbah, Head of Investor Relations
Rothschild & Co +44 207 280 5000
Avi Goldberg / Jessica Dale
J.P. Morgan Cazenove +44 207 742 4000
Richard Perelman / James Robinson / Vladimir Ivanov
Goldman Sachs International +44 207 774 1000
Eduard van Wyk / Bertie Whitehead / Nick Harper
Brunswick Group LLP +44 207 404 5959
Andrew Porter / Simone Selzer
Notice related to financial advisers and corporate brokers
N.M. Rothschild & Sons Limited ("Rothschild & Co") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for FirstGroup and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than FirstGroup for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for FirstGroup and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.
Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Goldman Sachs International is acting exclusively for FirstGroup and no one else in connection with the Transaction and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Transaction and will not be responsible to anyone other than FirstGroup for providing the protections afforded to Goldman Sachs International's clients nor for giving advice in relation to the Transaction or any other arrangement referred to in this announcement
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) 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, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.
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). 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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.FirstGroupplc.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, 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 distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of FirstGroup who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of FirstGroup who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.