GOG.L Regulatory News (GOG)

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21 July 2022

KELSIAN ANNOUNCEMENT AND UPDATE ON CONSORTIUM OFFER

Announcement by Kelsian Group Ltd

The Board of The Go-Ahead Group plc ("Go-Ahead" or the "Company") notes the announcement released on 21 July 2022 by Kelsian Group Ltd ("Kelsian") under Rule 2.8 of the City Code on Takeovers and Mergers that it does not intend to make an offer for Go-Ahead. Accordingly, Kelsian is no longer a potential offeror for Go-Ahead.

Update on offer by Kinetic TCo Pty Ltd and Globalvia Inversiones S.A.U.

On 13 June 2022, the boards of directors of Go-Ahead and Gerrard Investment Bidco Limited ("Bidco"), a newly formed company indirectly owned by Kinetic TCo Pty Ltd and Globalvia Inversiones S.A.U. (the "Consortium"), announced that they had reached agreement on the terms of a recommended cash acquisition of Go-Ahead by Bidco (the "Consortium Offer").

Under the terms of the Consortium Offer, Go-Ahead Shareholders will be entitled to receive 1,500 pence for each Go-Ahead Share, comprising, for each Go-Ahead Share: 1,450 pence in cash and a special dividend of 50 pence per Go-Ahead Share, in lieu of a final dividend for the year ending 2 July 2022. The Go-Ahead Directors continue to recommend the Consortium Offer unanimously to Go-Ahead Shareholders.

Go-Ahead confirms that the Court Meeting and the General Meeting to consider the Consortium Offer will be held at Herbert Smith Freehills, Exchange House, Primrose Street, London EC2A 2EG on 8 August 2022 at 10.00 a.m. and 10.15 a.m. (or, if later, immediately after the conclusion or adjournment of the Court Meeting), respectively. Further details of both Meetings are set out in the circular in relation to the Consortium Offer (the "Scheme Document") which was published on 11 July 2022. The Scheme Document also contains an expected timetable of principal events in relation to the Consortium Offer.

The Go-Ahead Directors recommend that Go-Ahead Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting.

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

Enquiries:

Herbert Smith Freehills LLP is acting as legal adviser to Go-Ahead in connection with the Acquisition.

Important notice

This Announcement is for information purposes only and is not intended to and does not and is not intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in relation to the Acquisition or the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

The Acquisition shall be implemented solely pursuant to the terms of the Scheme Document which, together with the Forms of Proxy, contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

Disclaimers

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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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(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 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 atwww.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.

Publication on a website

This Announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Go-Ahead's website at www. https://www.go-ahead.com/investors/offer by 12 noon (London time) on the business day following the date of this Announcement. For the avoidance of doubt, the content of this website is not incorporated into and does not form part of this Announcement.