GOG.L Regulatory News (GOG)

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

4 August 2022

INCREASED RECOMMENDED CASH ACQUISITION

of

THE GO-AHEAD GROUP PLC ("GO-AHEAD")by

GERRARD INVESTMENT BIDCO LIMITED ("BIDCO")a newly formed company indirectly owned by Kinetic TCo Pty Ltd ("Kinetic") and Globalvia Inversiones S.A.U. ("Globalvia") (each a "Consortium Member" and together, the "Consortium")

to be effected by means of a scheme of arrangementunder Part 26 of the UK Companies Act 2006

· On 13 June 2022, the boards of directors of Bidco and Go-Ahead announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco would acquire the entire issued and to be issued share capital of Go-Ahead for an Acquisition Value of 1,500 pence for each Go-Ahead Share, comprising 1,450 pence in cash and a special dividend of 50 pence per Go-Ahead Share, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Original Announcement").

· The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Go-Ahead Shareholders on 11 July 2022.

· The boards of directors of Bidco and Go-Ahead are pleased to announce that they have reached agreement on the terms of an increased recommended cash offer pursuant to which Go-Ahead Shareholders will be entitled to receive 1,550 pence per Go-Ahead Share comprising 1,450 pence in cash and a special dividend of 100 pence per Go-Ahead Share for the entire issued and to be issued share capital of Go-Ahead (the "Increased Offer").

· As set out in further detail below, in order to allow all Go-Ahead Shareholders the proper opportunity to fully consider the Increased Offer, the board of Go-Ahead intends to propose that the Court Meeting and General Meeting, which are due to be held on 8 August 2022, be adjourned so as to be held at 12.00 p.m. and 12.15 p.m. (respectively) on 16 August 2022.

· Bidco has received irrevocable undertakings or letters of support for the Acquisition from Jupiter Asset Management Limited, abrdn plc, Schroder Investment Management Limited and M&G Investment Management Limited which, together with the irrevocable undertakings obtained from Go-Ahead Directors, represent approximately 26.86 per cent. of Go-Ahead's share capital in issue as at 3 August 2022, being the last Business Day prior to the date of this announcement.

· Bidco has made good progress in relation to the Acquisition and confirms that all regulatory filings in relation to the Acquisition have been submitted to the relevant authorities and clearance in relation to the Acquisition has been received from the German Federal Cartel Office (Bundeskartellamt). It is expected that the Scheme will become Effective in October 2022.

· This announcement should be read in conjunction with the Scheme Document and the full text of the Original Announcement. Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Commenting on the Acquisition, Michael Sewards Co-CEO of Kinetic and Javier Pérez Fortea, CEO of Globalvia said:

"This transaction will create a leading global, multi-modal, mass transit platform and unlock value for all stakeholders. Given our track record and experience we will provide long term capital and expertise to support the acceleration of Go-Ahead's strategy and transition to net zero."

Increased Offer Price

· Under the terms of the Increased Offer, Scheme Shareholders will be entitled to receive 1,550 pence for each Go-Ahead Share (the "Increased Acquisition Value"), comprising, for each Go-Ahead Share:

1,450 pence in cash (the "Acquisition Price")

and

a special dividend of 100 pence per Go-Ahead Share (the "Increased Special Dividend")

· The Increased Acquisition Value values the entire issued and to be issued share capital of Go-Ahead at approximately £669 million on a fully diluted basis and represents a premium of approximately:

· 53.5 per cent. to the Closing Price per Go-Ahead Share of 1,010 pence on 25 May 2022 (being the last Business Day prior to the FirstGroup statement that it had received an approach from I Squared Capital and subsequent media speculation regarding other possible transactions in the UK bus and rail sector);

· 83.5 per cent. to the volume-weighted average price of 845 pence per Go-Ahead Share for the three-month period ended 10 June 2022 (being the last Business Day prior to publication of the Original Announcement); and

· 28.1 per cent. to the Closing Price per Go-Ahead Share of 1,210 pence on 10 June 2022 (being the last Business Day prior to publication of the Original Announcement).

· The Increased Acquisition Value implies an enterprise value of approximately 11.2x times Go-Ahead's pre IFRS-16 EBIT for the 52 weeks ended 1 January 2022.

· The Increased Acquisition Value represents a multiple of approximately 15.8x times Go-Ahead's earnings per share for the 52 weeks ended 1 January 2022. Excluding the Increased Special Dividend, the Acquisition would represent a multiple of approximately 14.8x times Go-Ahead's earnings per share for the 52 weeks ended 1 January 2022.

· The Go-Ahead Directors have resolved to pay an increased special dividend of 100 pence per Go-Ahead Share. The Increased Special Dividend will be conditional upon, and only payable if, the Scheme becomes Effective (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer is declared unconditional in all respects).

· Go-Ahead Shareholders on the register of members at the Scheme Record Time (or, if the Acquisition is implemented by way of a Takeover Offer, the date on which the Takeover Offer is declared unconditional in all respects) will be entitled to receive the Increased Special Dividend in addition to the Acquisition Price. If the Scheme becomes Effective (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer is declared unconditional in all respects), the Increased Special Dividend will be paid not more than 14 days after the Effective Date and in the manner specified in the Scheme Document.

· The Increased Special Dividend is being made with the consent of Bidco. If, on or after the date of this announcement and on or prior to the Effective Date, any dividend, distribution, or other return of value is declared, made, or paid or becomes payable by Go-Ahead (other than, or in excess of, the Increased Special Dividend), Bidco reserves the right to reduce the Acquisition Price payable under the terms of the Acquisition for the Go-Ahead Shares by an amount equal to the aggregate amount of such dividend, distribution or other return of value. In such circumstances, Go-Ahead Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

· The Scheme will be modified to reflect the terms of the Increased Offer. Save as disclosed in this announcement, the Increased Offer is subject to the same terms and conditions set out in the Scheme Document.

Irrevocable Undertakings and Indications of Support

· In addition to the irrevocable undertakings received from Go-Ahead Directors (as described in the Scheme Document), which remain binding in relation to the Increased Offer, Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Increased Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from Jupiter Asset Management Limited and Schroder Investment Management Limited in respect of a total of 5,421,824 Go-Ahead Shares representing, in aggregate, approximately 12.56 per cent. of Go-Ahead's share capital in issue as at 3 August 2022, being the last Business Day prior to the date of this announcement.

· In addition, Bidco has received letters of intent from Jupiter Asset Management Limited, abrdn plc and M&G Investment Management Limited to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Increased Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 6,174,850 Go-Ahead Shares, representing, in aggregate, approximately 14.30 per cent. of Go-Ahead's share capital in issue as at 3 August 2022, being the last Business Day prior to the date of this announcement.

· Bidco has therefore received irrevocable undertakings or letters of intent in respect of a total of 11,599,258 Go-Ahead Shares representing, in aggregate, approximately 26.86 per cent. of Go-Ahead's share capital in issue on 3 August 2022, being the last Business Day prior to the date of this announcement.

· Further details of these irrevocable undertakings and letters of intent are set out in Appendix II to this announcement.

Recommendation

· The Go-Ahead Directors, who have been so advised by Rothschild & Co as to the financial terms of the Increased Offer, consider the terms of the Increased Offer to be fair and reasonable. In providing its financial advice to the Go-Ahead Directors, Rothschild & Co has taken into account the commercial assessments of the Go-Ahead Directors. Rothschild & Co is providing independent financial advice to the Go-Ahead Directors for the purposes of Rule 3 of the Code.

· The Go-Ahead Directors consider that the terms of the Increased Offer are in the best interests of Go-Ahead Shareholders as a whole. Accordingly, the Go-Ahead Directors recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Go-Ahead Shareholders vote in favour of the Special Resolution proposed at the General Meeting, as the Go-Ahead Directors who hold Go-Ahead Shares have irrevocably undertaken to do in respect of their own beneficial holdings (or those Go-Ahead Shares over which they have control) totalling, in aggregate, 2,584 Go-Ahead Shares representing approximately 0.01 per cent. of the issued share capital of Go-Ahead on 3 August 2022, being the last Business Day prior to the date of this announcement.

Adjournment of the Go-Ahead Shareholder Meetings

· Notices of the Court Meeting and the General Meeting are contained in Part XI and Part XII of the Scheme Document respectively.

· In order to allow all Go-Ahead Shareholders the proper opportunity to fully consider the Increased Offer, the board of Go-Ahead intends to propose that the Court Meeting and the General Meeting, which are due to be held on 8 August 2022, be adjourned so as to be held on 16 August 2022 at 12.00 p.m. and 12.15 p.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street London EC2A 2EG.

Action to be taken by Go-Ahead Shareholders

· As further detailed in the Scheme Document, to become Effective, the Scheme will require, among other things, the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting. It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders.

· Go-Ahead Shareholders are strongly urged to complete, sign and return the Forms of Proxy in accordance with the instructions printed thereon, or, alternatively, to appoint a proxy electronically or through CREST, for both the Court Meeting and the General Meeting, as soon as possible and by no later than the following times and dates:

o  BLUE Forms of Proxy for the Court Meeting by 12:00 p.m. on 12 August 2022; and

o  YELLOW Forms of Proxy for the General Meeting by 12:15 p.m. on 12 August 2022.

· If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be: (i) scanned and emailed to Equiniti at the following email address: proxyvotes@equiniti.com; or (ii) presented in person to the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

· If the YELLOW Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

Go-Ahead Shareholders who do NOT wish to change their voting instructions

· Go-Ahead Shareholders who have already submitted Forms of Proxy for the Court Meeting and/or the General Meeting and do not wish to change their voting instructions, need take no further action as their Forms of Proxy will continue to be valid in respect of the Court Meeting and the General Meeting.

Go-Ahead Shareholders who DO wish to change their voting instructions

· Go-Ahead Shareholders who have submitted Forms of Proxy for the Court Meeting and/or the General Meeting and who now wish to change their voting instructions, should contact Equiniti by calling the Shareholder Helpline on 0333 207 6524. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Please use the country code when calling from outside the UK. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

· The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction online, through CREST or via Equiniti's online facility) will not prevent you from attending, asking questions and voting (and/or, in the case of the Court Meeting, raising any objections) at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.

· Go-Ahead Shareholders should note that Go-Ahead does not intend to publish a revised scheme document nor post to Go-Ahead Shareholders written notice of the timing and venue of the adjourned Court Meeting or the adjourned General Meeting. No business may be transacted at the adjourned Court Meeting or the adjourned General Meeting other than the business which might properly have been transacted at the Court Meeting and General Meeting had such adjournments not taken place.

Timetable update

· An updated indicative timetable for the Acquisition is accordingly set out below. All times shown are London times unless otherwise stated. The following indicative timetable is based on Go-Ahead's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Go-Ahead Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

Notes:

(1) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).

References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Go-Ahead Shareholders by announcement through a Regulatory Information Service.

(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48 hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 12.00 p.m. on 12 August 2022, it may be: (i) scanned and emailed to Equiniti at the following email address: proxyvotes@equiniti.com; or (ii) presented in person to the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

(3) In order to be valid, the YELLOW Forms of Proxy for the General Meeting must be lodged not later than 12.15 p.m. on 12 August 2022 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48 hour period falling on a day that is not a-working day).

(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:30 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.

(5) To commence at 12.15 p.m. or as soon thereafter as the Court Meeting concludes or is adjourned.

(6) Go-Ahead expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document, the Scheme will become Effective in October 2022.

(7) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by Go-Ahead and Bidco (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)) or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Takeover Code.

Conditions

· The Conditions to the Acquisition are set out in full in Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document.

· The Scheme will be modified to reflect the terms of the Increased Offer. Save as set out in this announcement, the Increased Offer will be subject to the same terms and conditions as set out in the Scheme Document.

General

· UBS, in its capacity as lead financial adviser to Bidco, is satisfied that sufficient resources are available to satisfy in full the Acquisition Price payable to Go-Ahead Shareholders under the terms of the Acquisition.

· The Increased Offer does not change Bidco's intentions as regards the business of Go-Ahead (including locations of its operations), the management and employees of Go-Ahead and the proposals in respect of the Go-Ahead Share Schemes, as set out in the Scheme Document and in the letters already sent to the participants in the Go-Ahead Share Schemes informing them of the effect of the Scheme on their rights under the Go-Ahead Share Schemes and, where applicable, containing appropriate proposals in respect of such rights.

· The bases and sources of certain financial information contained in this announcement are set out in Appendix 1 to this announcement.

Consents

· Each of Rothschild & Co, Investec, Peel Hunt LLP, UBS and Santander has given and not withdrawn its written consent to the issue of this announcement with the inclusion of references to its name in the form and context in which they are included.

Documents available on website

· Copies of this announcement and the documents listed below will be made available for viewing on Go-Ahead's website at https://www.go-ahead.com/investors/offer and Bidco's website at https://www.gerrardbid.com by no later than 12:00 p.m. on the Business Day following the date of this announcement (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions):

- this announcement;

- the written consents provided by Rothschild & Co, Investec, Peel Hunt LLP, UBS and Santander; and

- copies of the irrevocable undertakings and letters of support referred to above further details of which are set out in Appendix II of this announcement,

For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible from hyperlinks on those websites (or any other websites referred to in this announcement) are incorporated into, or form part of, this announcement.

Appendix I contains sources and bases of certain information contained in this announcement. Appendix II contained further details of the irrevocable undertakings and letters of support received by Bidco.

Enquiries:

Herbert Smith Freehills LLP is retained as legal adviser to Go-Ahead. Linklaters LLP is retained as legal adviser to the Consortium and Bidco.

Important Notices

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 Go-Ahead and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Go-Ahead for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and PRA in the United Kingdom, is acting exclusively as financial adviser and joint corporate broker to Go-Ahead and for no one else in connection with the Acquisition and will not be responsible to any person other than Go-Ahead for providing the protections afforded to clients of Investec, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with this announcement, any statement contained herein or otherwise.

Peel Hunt LLP, which is authorised and regulated by the FCA, is acting exclusively for Go-Ahead in its capacity as financial adviser and joint corporate broker and no one else in connection with the Acquisition or any other matter referred to in this announcement, and will not be responsible to anyone other than Go-Ahead for providing the protections afforded to clients of Peel Hunt LLP or for providing advice in connection with the Acquisition or any other matters referred to in this announcement. Neither Peel Hunt LLP nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt LLP in connection with the Acquisition, this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Peel Hunt LLP as to the contents of this announcement.

UBS AG London Branch ("UBS AG LB") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS Europe SE ("UBS ESE") is authorised and regulated by the Bundesanstalt für Finanzdienstleistungaufsicht (BaFin) and the European Central Bank (ECB). UBS AGLB, UBS ESE and UBS Securities Australia Limited (together, "UBS") are acting as lead financial adviser exclusively for the Consortium and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and it's or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Banco Santander, S.A. ("Santander") is a credit institution which is registered with the Bank of Spain with number 0049. Banco Santander, S.A., London Branch is a branch of Santander with its principal place of business located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised by the Bank of Spain and is subject to regulatory oversight on certain matters in the UK by the Financial Conduct Authority and the Prudential Regulatory Authority. Santander is acting exclusively as co-financial adviser to the Consortium and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Consortium for providing the protections afforded to clients of Santander or any of its affiliates, or for providing advice in relation to any matter referred to in this announcement. Neither Santander, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Santander in connection with this announcement or any matter referred to herein.

The Acquisition shall be implemented solely pursuant to the terms of the Scheme Document, as modified by this announcement, which contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any decision, vote or other response in respect of the Increased Offer should be made only on the basis of information contained in the Scheme Document as supplemented by the contents of this announcement (or, if the Acquisition is implemented by way of Takeover Offer, the Offer Document). Go-Ahead Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy (or, if applicable, the Offer Document).

This announcement has been prepared for the purpose of complying with English and Welsh law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

This announcement does not constitute a prospectus or prospectus exempted document.

This announcement contains inside information in relation to Go-Ahead for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging for the release of this announcement on behalf of Go-Ahead is Carolyn Ferguson, Group Company Secretary.

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Go-Ahead Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Additional information for US investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the United States by Bidco and no one else.

In accordance with normal United Kingdom practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Go-Ahead outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its Go-Ahead Shares pursuant to the Scheme shall be a taxable transaction for United States federal income tax purposes. Each Go-Ahead Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Financial information relating to Go-Ahead included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Bidco and Go-Ahead are organised under the laws of England and Wales. Some or all of the officers and directors of Bidco and Go-Ahead, respectively, are residents of countries other than the United States. In addition, most of the assets of Bidco and Go-Ahead are located outside the United States. As a result, it may be difficult for US shareholders of Go-Ahead to effect service of process within the United States upon Bidco or Go-Ahead or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United Kingdom.

Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Go-Ahead, Bidco or the Wider Bidco Group contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Go-Ahead, Bidco or the Wider Bidco Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to Bidco, any member of the Wider Bidco Group or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco, the Wider Bidco Group or Go-Ahead's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco. the Wider Bidco Group or Go-Ahead's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

Neither Go-Ahead, nor Bidco, nor any member of the Wider Bidco Group nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or Go-Ahead Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Go-Ahead, Bidco and the Wider Bidco Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Bidco or Go-Ahead, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco or Go-Ahead, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m.  (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 per cent. 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(s), 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 p.m. (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 shall 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 Panel's website at http://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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Go-Ahead Shareholders, persons with information rights and other relevant persons for the receipt of communications from Go-Ahead may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Go-Ahead's website at https://www.go-ahead.com/investors/offer and on Bidco's website at https://www.gerrardbid.com by no later than 12 noon (London time) on 5 August 2022. For the avoidance of doubt, the contents of Go-Ahead's website and Bidco's website are not incorporated into and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Go-Ahead Shareholders, persons with information rights and participants in Go-Ahead Share Plans may request a hard copy of this announcement by contacting Go-Ahead's registrars, Equiniti, between 8:30 a.m. and 5:30 p.m. (London time) Monday to Friday (except UK public holidays) on 0333 207 6524 from within the UK or on +44 333 207 6524 if calling from outside the UK or by submitting a request in writing to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, BN99 6DA. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX ISOURCES OF INFORMATION AND BASES OF CALCULATION

(i) As at 3 August 2022 (being the latest practicable date prior to publication of this announcement), there were 47,079,620 Go-Ahead Shares in issue. The International Securities Identification Number for Go-Ahead Shares is GB0003753778.

(ii) Any references to the issued and to be issued share capital of Go-Ahead are based on:

· the 47,079,620 Go-Ahead Shares referred to in paragraph (i) above less the 3,902,230 Go-Ahead Shares held in treasury; and

· zero Go-Ahead Shares needing to be issued on or after the date of this announcement to satisfy the exercise of options or vesting of awards pursuant to the Go-Ahead Share Plans.

(iii) The value of the Acquisition is based on the aggregate of the Acquisition Price of 1,450 pence per Go-Ahead Share and Increased Special Dividend of 100 pence per Go-Ahead Share in respect of the financial year to 2 July 2022, and calculated on the basis of the issued and to be issued share capital of Go-Ahead (as set out in paragraph (ii) above).

(iv) The Closing Prices are taken from the Daily Official List of the London Stock Exchange

(v) Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest one decimal place.

(vi) Unless otherwise stated, the financial information relating to Go-Ahead is extracted from:

· the audited consolidated financial statements of Go-Ahead for the financial year to 3 July 2021, prepared in accordance with IFRS; and

· the unaudited half year results for the six months ended 1 January 2022, prepared in accordance with IFRS.

(vii) Go-Ahead pre-IFRS16 EBIT of £93.3 million is based on internal management information provided by Go-Ahead for the proforma 52 weeks ended 1 January 2022.

(viii) The enterprise value of Go-Ahead implied by the Increased Acquisition Value is calculated on the basis of:

· the issued and to be issued share capital of Go-Ahead (as set out in paragraph (ii) above, applying the treasury stock method to Go-Ahead Shares which may be issued on or after the date of the Announcement on the exercise of options or vesting of awards under the Go-Ahead Share Plan) multiplied by the aggregate of the Acquisition Price of 1,450 pence per Go-Ahead Share and Increased Special Dividend of 100 pence per Go-Ahead Share; plus

· total enterprise value-to-equity bridge of £375.2 million, comprised of net financial debt of £215.0 million as at 1 January 2022 (excluding restricted cash), and total adjustments of £160.1 million for provisions for onerous contracts; non-controlling interests; the acquisition of Flexbuss; the purchase of London depot; and non-IFRS16 lease liabilities.

(ix) The multiple of enterprise value to pre-IFRS16 EBIT is calculated on the basis of the enterprise value (calculated on the basis set out in paragraph (viii) above) divided by the pre-IFRS16 EBIT (as set out in paragraph (vii) above).

APPENDIX IIIRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

The following holders or controllers of Go-Ahead Shares have given irrevocable undertakings (Part A) or letters of intent (Part B) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting:

Part A- Non-director Go-Ahead Shareholder irrevocable undertakings

The irrevocable undertaking from Jupiter Asset Management Limited ceases to be binding if

(i) a third party announces a firm intention to make an offer for the Company, provided that the value of the consideration under such offer represents an improvement of at least 10 per cent. per share of the Company over the value of the consideration available under the Acquisition as at the date on which such firm intention is announced;

(ii) Bidco announces, before the Offer Document or Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme (or Takeover Offer, as applicable) is announced by Bidco;

(iii) the Scheme (or Takeover Offer, as applicable) does not become effective, is withdrawn or lapses, other than as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme or vice versa, or if the lapse or withdrawal either is not confirmed by Bidco or is followed within five Business Days by an announcement of a new, revised or replacement scheme of arrangement or takeover offer;

(iv) any competing offer for the issued and to be issued ordinary share capital of the Company is made which is declared unconditional or otherwise becomes effective;

(v) there is any material change to the terms of the Acquisition which is adverse to it; or

(vi) the relevant discretionary investment mandate in respect of the Go-Ahead Shares is revoked or terminated.

The irrevocable undertaking from Schroder Investment Management Limited remains binding in the event of a competing offer.

The irrevocable undertaking from Schroder Investment Management Limited ceases to be binding if:

(i) by 5 p.m. on 16 August 2022 the General Meeting shall not have taken place or the shareholders of the Company shall not have voted in favour of the resolutions proposed at the General Meeting;

(ii) Bidco announces, before the Offer Document or Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme (or Takeover Offer, as applicable) is announced by Bidco;

(iii) the Scheme (or Takeover Offer as applicable) does not become effective, is withdrawn or lapses, other than as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme or vice versa, or if the lapse or withdrawal either is not confirmed by Bidco or is followed within five Business Days by an announcement of a new, revised or replacement scheme of arrangement or takeover offer;

(iv) any competing offer for the issued and to be issued ordinary share capital of the Company is made which is declared unconditional or otherwise becomes effective; or

(v) the relevant investment mandate in respect of the Go-Ahead Shares is revoked or terminated or revised to be inconsistent with holding the Go-Ahead Shares.

The irrevocable undertakings given by Go-Ahead Shareholders prevent such Go-Ahead Shareholders from selling all or any part of their Go-Ahead Shares.

If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, the irrevocable undertakings require the relevant Go-Ahead Shareholders to accept or procure acceptance of such Takeover Offer.

Part B - Letters of intent from Go-Ahead Shareholders

Jupiter Asset Management Limited has given to Bidco a non-binding letter of intent to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to 1,541,159 Go-Ahead Shares representing 3.57 per cent. of Go-Ahead's share capital in issue as at 3 August 2022, being the last Business Day prior to the date of this announcement.

abrdn plc has given to Bidco a non-binding letter of intent to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to 3,243,126 Go-Ahead Shares representing 7.51 per cent. of Go-Ahead's share capital in issue as at 3 August 2022, being the last Business Day prior to the date of this announcement.

M&G Investment Management Limited has given to Bidco a non-binding letter of intent to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to 1,390,565 Go-Ahead Shares representing 3.22 per cent. of Go-Ahead's share capital in issue as at 3 August 2022, being the last Business Day prior to the date of this announcement.