21 Jul 2022 07:00
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.
ANNOUNCEMENT UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
FOR IMMEDIATE RELEASE
21 July 2022
Kelsian Group Limited
Statement regarding The Go-Ahead Group Plc
Further to previous announcements on 14 June 2022 and 11 July 2022 in relation to consideration by Kelsian Group Limited ("Kelsian") of a possible offer for the entire issued and to be issued share capital of The Go-Ahead Group Plc ("Go-Ahead"), Kelsian confirms that it is not intending to make an offer for Go-Ahead.
On 14 June 2022 Kelsian confirmed it was in preliminary discussions with Go-Ahead in relation to a possible proposal to acquire all of the issued and to be issued share capital of Go-Ahead. Go-Ahead holds an established position in UK bus and rail markets, while Kelsian is a market leader in Australian bus and ferry services with established operations in Singapore and joint venture bus operations in London.
Kelsian is always considering growth opportunities and would only pursue an opportunity that is strategically and financially attractive for its shareholders, as well as aligning with Kelsian's business model and operating culture. Kelsian has a track record of successfully acquiring, integrating and growing Australian and international businesses.
Unfortunately, recent Australian equity markets have been volatile and external events have adversely impacted the Kelsian share price since 14 June 2022 when Kelsian first announced it was considering a possible offer for Go-Ahead. The Kelsian Board consider that Australian equity market conditions at this time do not enable Kelsian to pursue a possible transaction for Go-Ahead despite the long-term strategic and economic rationale of the potential transaction for Kelsian.
This is a statement to which Rule 2.8 of the Code applies.
Under Note 2 on Rule 2.8 of the Code, Kelsian reserves the right to announce an offer or possible offer or make or participate in an offer or possible offer for Go-Ahead or to take any other action which would otherwise be restricted under Rule 2.8 of the Code within six months following the date of this announcement in the following circumstances:
(i) in the event that the offer by Gerrard Investment Bidco Limited for Go-Ahead is withdrawn or lapses, with the agreement of the board of Go-Ahead;
(ii) if a third party announces a firm intention to make an offer for Go-Ahead;
(iii) if Go-Ahead announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or
(iv) if there has been a material change of circumstances (as determined by the UK Panel on Takeovers and Mergers).
For further information contact the following: | |
Investor Relations | Andrew Muir, Chief Financial Officer +61 (0)8 8202 8693 investors@kelsian.com
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Media (UK) | FGS GlobalJames MurgatroydChris Ryall+44 (0)20 7251 3801
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Media (Australia) | Citadel Magnus James Strong +61(0)448 881 174, jstrong@citadelmagnus.com Jack Gordon +61(0)478 060 362; jgordon@citadelmagnus.com
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Disclaimer
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.