FirstGroup PLC Results of General Meeting

 
TIDMFGP 
 
18 November 2021 
 
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION 
              OR DISTRIBUTION IN OR INTO AUSTRALIA OR NEW ZEALAND 
        PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT 
 
                                FIRSTGROUP PLC 
                          RESULTS OF GENERAL MEETING 
 
FirstGroup plc (the "Company") is pleased to announce that, at the general 
meeting of the Company held on 18 November 2021 (the "General Meeting"), the 
three special resolutions and one ordinary resolution put to shareholders to 
approve the Tender Offer and related matters (all as set out in full in the 
Notice of General Meeting included in the shareholder circular dated 27 October 
2021 (the "Circular")) (the "Resolutions") were each duly passed by poll vote. 
 
The number of votes for and against the Resolutions, and the number of votes 
withheld, were as follows: 
 
Resolution (each as set out in        FOR            AGAINST        TOTAL    WITHHELD 
full in the Notice of General 
Meeting)                        Number of  % of  Number of  % of  Number of   Number 
                                  votes    vote    votes    vote    votes    of votes 
 
1. Special resolution to       922,511,555 99.86 1,338,008  0.14 923,849,563 417,576 
authorise the Company to make 
one or more market purchases 
of its Ordinary Shares 
pursuant to, for the purposes 
of, the Tender Offer. 
 
2. Ordinary resolution to      922,688,592 99.88 1,076,995  0.12 923,765,587 501,552 
authorise the Company and its 
directors, in connection with 
any Special Dividend, to 
consolidate or sub-divide the 
Ordinary Shares of the 
Company. 
 
3. Special resolution to,      922,327,796 99.86 1,297,590  0.14 923,625,386 641,753 
subject to any share 
consolidation taking effect, 
amend the definition of 
"nominal amount" or "nominal 
value" within the articles of 
association of the Company. 
 
4. Special resolution in       921,501,300 99.77 2,150,190  0.23 923,651,490 611,899 
substitution for authority 
granted at the 2021 AGM, to 
authorise the Company to make 
one or more market purchases 
of its Ordinary Shares 
representing up to 
approximately ten per cent. of 
the Company's Issued Ordinary 
Share Capital. 
 
Votes "For" and "Against" are expressed as a percentage of votes received. A 
"Vote Withheld" is not a vote in law and is not counted in the calculation of 
the votes "For" and "Against" a resolution. The Company's issued share capital 
as at today's date is 1,223,006,456 ordinary shares and the number of votes per 
share is one. The Company held 157,229 shares in treasury, which do not carry 
any voting rights. The total number of voting rights in the Company was 
therefore 1,222,849,227. 
 
A copy of the resolutions will be submitted to the Financial Conduct 
Authority's National Storage Mechanism (the "NSM") and will be available for 
inspection on the NSM's website at: https://data.fca.org.uk/#/nsm/ 
nationalstoragemechanism. 
 
Votes were cast for a total of 923,849,563 ordinary shares of 5 pence share, 
representing 75.55% of the total number of votes capable of being cast at the 
General Meeting. 
 
As announced on 27 October 2021, the Tender Offer opened on 28 October 2021 and 
will close at 1.00 p.m. on 29 November 2021. Proceeds are expected to be 
despatched to Shareholders who successfully tender Ordinary Shares in December 
2021. 
 
Capitalised terms used in this announcement have the meanings given to them in 
the announcement of the Company dated 27 October 2021 in respect of the Tender 
Offer. 
 
Contacts at FirstGroup: 
Faisal Tabbah, Head of Investor Relations 
Stuart Butchers, Group Head of Communications 
[e-mail] 
[phone] 
 
Contacts at Brunswick PR: 
Andrew Porter / Simone Selzer, Tel: [phone] 
 
Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR 
6 Annex 1R: 3.1. 
 
                               IMPORTANT NOTICE 
 
This announcement does not constitute or form part of an offer or invitation, 
or a solicitation of any offer or invitation, to purchase any Ordinary Shares 
or other securities. 
 
The full terms and conditions of the Tender Offer will be set out in the 
Circular, which Shareholders are advised to read in full. Any response to the 
Tender Offer should be made only on the basis of the information in the 
Circular. 
 
J.P. Morgan Securities plc (which conducts its U.K. investment banking 
activities as J.P. Morgan Cazenove) ("J.P. Morgan"), which is authorised by the 
Prudential Regulation Authority and regulated by the Financial Conduct 
Authority and the Prudential Regulation Authority in the United Kingdom, is 
acting as lead joint sponsor, joint financial adviser and joint corporate 
broker exclusively for FirstGroup and for no one else in connection with the 
Return of Value and will not be responsible to anyone other than FirstGroup for 
providing the protections afforded to clients of J.P. Morgan or for providing 
advice in relation to the matters described in this announcement. 
 
Goldman Sachs International ("Goldman Sachs"), which is authorised by the 
Prudential Regulation Authority and regulated by the Financial Conduct 
Authority and the Prudential Regulation Authority in the United Kingdom, is 
acting as joint sponsor, joint financial adviser and joint corporate broker 
exclusively for FirstGroup and for no one else in connection with the Return of 
Value and will not be responsible to anyone other than FirstGroup for providing 
the protections afforded to clients of Goldman Sachs or for providing advice in 
relation to the matters described in this announcement. 
 
Apart from the responsibilities and liabilities, if any, which may be imposed 
on J.P. Morgan and Goldman Sachs (the "Financial Advisers") under FSMA or the 
regulatory regime established thereunder: (i) neither of the Financial Advisers 
or any persons associated or affiliated with either of them accepts any 
responsibility whatsoever or makes any warranty or representation, express or 
implied, in relation to the contents of this announcement, including its 
accuracy, completeness or verification or for any other statement made or 
purported to be made by, or on behalf of it, FirstGroup or the Directors, in 
connection with FirstGroup and/or the Tender Offer; and (ii) each of the 
Financial Advisers accordingly disclaims, to the fullest extent permitted by 
law, all and any liability whatsoever, whether arising in tort, contract or 
otherwise (save as referred to above) which they might otherwise be found to 
have in respect of this announcement or any such statement. 
 
Cautionary statement regarding forward-looking statements 
This announcement includes statements that are, or may be deemed to be, 
forward-looking statements. These forward-looking statements can be identified 
by the use of forward-looking terminology, including the terms anticipates, 
believes, could, estimates, expects, intends, may, plans, projects, should or 
will, or, in each case, their negative or other variations or comparable 
terminology, or by discussions of strategy, plans, objectives, goals, future 
events or intentions. By their nature, forward-looking statements involve risk 
and uncertainty because they relate to future events and circumstances. 
Forward-looking statements may, and often do, differ materially from actual 
results. Any forward-looking statements in this announcement reflect 
FirstGroup's current view with respect to future events and are subject to 
risks relating to future events and other risks, uncertainties and assumptions 
relating to the Group and its operations, results of operations and growth 
strategy. Other than in accordance with its legal or regulatory obligations 
(including under the Listing Rules, the Disclosure Guidance and Transparency 
Rules, the Market Abuse Regulation and the rules of the London Stock Exchange), 
FirstGroup is not under any obligation and FirstGroup expressly disclaims any 
intention or obligation (to the maximum extent permitted by law) to update or 
revise any forward-looking statements, whether as a result of new information, 
future events or otherwise. 
 
Overseas Shareholders 
The availability of the Tender Offer to Shareholders who are not resident in 
the United Kingdom may be affected by the laws of the relevant jurisdiction in 
which they are located. Shareholders who are not resident in the United Kingdom 
should read paragraph 6 of Part IV (Details of the Tender Offer) of the 
Circular and should inform themselves about, and observe, any applicable legal 
or regulatory requirements.  In addition, the attention of Shareholders who are 
resident in the United States is drawn to the section for US Shareholders 
below. 
 
The Tender Offer is not being made, directly or indirectly, in or into, or by 
use of the mails of, or by any means or instrumentality (including, without 
limitation, facsimile transmission, telex, telephone and e-mail) of interstate 
or foreign commerce of, or any facilities of a national securities exchange of, 
any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such 
use, means, instrumentality or facility or from within any Restricted 
Jurisdiction. Accordingly, unless otherwise determined by the Company and 
permitted by applicable law and regulation, neither the Circular nor the Tender 
Form nor any related document is being, nor may it be, directly or indirectly, 
mailed, transmitted or otherwise forwarded, distributed, or sent in, into or 
from any Restricted Jurisdiction, and persons receiving the Circular, the 
Tender Form and/or any related document (including, without limitation, 
trustees, nominees or custodians) must not mail or otherwise forward, 
distribute or send it in, into or from such Restricted Jurisdiction, as to do 
so may invalidate any purported acceptance of the Tender Offer. Any person 
(including, without limitation, trustees, nominees or custodians) who would or 
otherwise intends to, or who may have a contractual or legal obligation to, 

forward the Circular, the Tender Form and/or any related document to any 
jurisdiction outside the United Kingdom, should seek appropriate advice before 
taking any action. 
 
US Shareholders 
The Tender Offer is not subject to the disclosure and other procedural 
requirements of Rule 13e-4 or Regulation 14D under the US Securities Exchange 
Act of 1934 (the "US Exchange Act"). The Tender Offer will be made in the US in 
accordance with the requirements of Regulation 14E under the US Exchange Act to 
the extent applicable. Certain provisions of Regulation 14E under the US 
Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(d) 
under the US Exchange Act. Goldman Sachs will act as US dealer manager with 
respect to the Tender Offer in the United States to the extent required. US 
Shareholders should note that the Ordinary Shares are not listed on a US 
securities exchange and the Company is not subject to the periodic reporting 
requirements of the US Exchange Act and is not required to, and does not, file 
any reports with the US Securities and Exchange Commission thereunder. 
 
It may be difficult for US Shareholders to enforce certain rights and claims 
arising in connection with the Tender Offer under US federal securities laws 
since the Company is located outside the US and most of its officers and 
directors may reside outside the US. It may not be possible to sue a non-US 
company or its officers or directors in a non-US court for violations of US 
federal securities laws. It also may not be possible to compel a non-US company 
or its affiliates to subject themselves to a US court's judgment. 
 
The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US 
person will be a taxable transaction for US federal income tax purposes. The 
Circular sets out a guide to certain US tax consequences of the Tender Offer 
for Shareholders under current US law. However, each such Shareholder should 
consult and seek individual advice from an appropriate professional adviser. 
 
To the extent permitted by applicable law and in accordance with normal UK 
practice, the Company, Goldman Sachs or any of their respective affiliates, may 
make certain purchases of, or arrangements to purchase, Ordinary Shares outside 
the United States during the period in which the Tender Offer remains open for 
participation, including sales and purchases of Ordinary Shares effected by 
Goldman Sachs acting as market maker in the Ordinary Shares.  These purchases, 
or other arrangements, may occur outside the United States either in the open 
market at prevailing prices or in private transactions at negotiated prices. In 
order to be excepted from the requirements of Rule 14e-5 under the US Exchange 
Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements 
to purchase, must comply with applicable English law and regulation, including 
the Listing Rules, and the relevant provisions of the US Exchange Act.  Any 
information about such purchases will be disclosed as required in the UK and 
the US and, if required, will be reported via a Regulatory Information Service 
and will be available on the London Stock Exchange website at http:// 
www.londonstockexchange.com. 
 
While the Tender Offer is being made available to Shareholders in the US, the 
right to tender Ordinary Shares is not being made available in any jurisdiction 
in the US in which the making of the Tender Offer or the right to tender such 
Ordinary Shares would not be in compliance with the laws of such jurisdiction. 
 
This announcement has not been approved, disapproved or otherwise recommended 
by the US Securities and Exchange Commission or any US state securities 
commission and such authorities have not confirmed the accuracy or determined 
the adequacy of this announcement. Any representation to the contrary is a 
criminal offence in the US. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

November 18, 2021 08:04 ET (13:04 GMT)