Major announcements from National Express Group PLC.
On 11 September 2009, the Takeover Panel Executive announced that it had ruled that the Consortium must, by 5.00pm on 25 September 2009, either announce a firm intention to make an offer for National Express under Rule 2.5 of the Code or announce that it does not intend to make an offer for National Express.
Following representations made by the advisers to National Express, and having consulted with the advisers to the Consortium, the Panel Executive has ruled that the deadline by which the Consortium must either announce a firm intention to make an offer for National Express under Rule 2.5 of the Code or announce that it does not intend to make an offer for National Express should be extended to 5.00pm on 16 October 2009. No extension to the revised deadline will be granted, except with the consent of the Panel Executive.
In the event that the Consortium announces that it does not intend to make an offer for National Express, the Consortium and any person(s) acting in concert with it will, except with the consent of the Panel Executive, be bound by the restrictions contained in Rule 2.8 of the Code for six months from the date of such announcement.
Each of the parties has accepted this ruling.
National Express Group PLC
Group Finance Director
020 7506 4324
Director of Communications
0121 460 8401
020 7379 5151
Merrill Lynch International
Simon Fraser (Corporate Broking)
Andrew Osborne (Corporate Broking)
020 7628 1000
Morgan Stanley & Co. Limited
Peter Moorhouse (Corporate Broking)
Jon Bathard-Smith (Corporate Broking)
020 7425 8000
In accordance with Rule 19.11 of the City Code on Takeovers and Mergers, a copy of this announcement will be published on National Express' website:
Merrill Lynch International (a subsidiary of Bank of America Corporation) and Morgan Stanley & Co. Limited are acting exclusively for National Express in relation to the possible offer and will not be responsible to anyone other than National Express for providing the protections afforded to each of their clients or for providing advice in relation to the possible offer.
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 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 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 National Express by National Express or by any of their "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 absolute or conditional, 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 Takeover 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.