Media Centre

Statement regarding possible offer

3 Sep 2009

National Express Group PLC (“National Express” or the “Group”) notes the announcement by CVC Capital Partners and interests of the Cosmen family (together the “Consortium”).

The Independent Board confirms that it has today received a proposal from the Consortium to acquire the entire issued and to be issued share capital of the Group for 500 pence per share in cash.

The Independent Board is evaluating the Consortium's proposal and a further announcement will be made when appropriate.

For the avoidance of doubt, there can be no certainty that the approach by the Consortium will lead to an offer being made for National Express or as to the terms on which any offer might be made. As required by the Takeover Code, National Express confirms that this announcement is not being made with the agreement or approval of the Consortium.

Enquiries:

National Express Group PLC   
Jez Maiden
Group Finance Director 
020 7506 4324 

Nicole Lander
Director of Communications 
0121 460 8401 
 
Maitland  
Neil Bennett 
George Hudson
020 7379 5151  
 
Merrill Lynch International 
Simon Mackenzie-Smith 
Simon Fraser (Corporate Broking) 
Andrew Osborne (Corporate Broking)
020 7628 1000 
 
Morgan Stanley & Co. Limited 
Matthew Jarman 
Peter Moorhouse (Corporate Broking) 
Jon Bathard-Smith (Corporate Broking)
020 7425 8000 

Merrill Lynch International (a subsidiary of Bank of America Corporation) and Morgan Stanley & Co. Limited are acting exclusively for National Express Group PLC in relation to the possible offer and will not be responsible to anyone other than National Express Group PLC for providing the protections afforded to each of their clients or for providing advice in relation to the possible offer.

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:
http://www.nationalexpressgroup.com/nx1/investor/rns/

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 or Stagecoach Group plc (“Stagecoach”), 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 or Stagecoach by National Express or Stagecoach 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.