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.
FOR IMMEDIATE
RELEASE
THIS NOTICE IS
IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE
BONDHOLDERS
If the Bondholders are in any doubt about the
contents of this notice or the action they should take they should
consult a person authorised under the Financial Services and Market
Act 2000 to advise on the Bonds such as their stockbroker,
solicitor, tax adviser, accountant or other financial
adviser.
12 September
2024
STAGECOACH GROUP LIMITED (FORMERLY KNOWN
AS STAGECOACH GROUP PLC)
(a company incorporated with limited
liability in Scotland with registered number SC100764, whose
registered office is at 10 Dunkeld Road, Perth, Perthshire PH1 5TW
(the "Issuer"))
NOTICE OF REDEMPTION AND CANCELLATION OF
LISTING
with respect to the £400,000,000 4.00
per cent. Bonds due 2025 (the "Bonds")
Common Code: 129800224/ISIN: XS1298002244
Pursuant to Condition 5(c) (Redemption or purchase at the option of the
Issuer) of the terms and conditions of the Bonds, as
amended, amended and restated, supplemented and/or otherwise
modified from time to time, (the "Conditions"), notice is hereby
irrevocably given to the holders of the Bonds (the "Bondholders") that on 27 September 2024
(the "Redemption Date") the
Issuer will redeem all of the outstanding Bonds at the greater of
the following (the "Redemption
Price") together with interest accrued to the Redemption
Date: (A) the principal amount outstanding of the Bonds; and (B)
the principal amount of the Bonds multiplied by the price (as
reported in writing to the Issuer and the Trustee by an independent
financial adviser appointed by the Issuer and approved by the
Trustee) at which the Gross Redemption Yield on the Bonds on the
second Business Day in London prior to the Redemption Date (the
"Calculation Date") is
equal to the Gross Redemption Yield at 11.00 a.m. (London time) on
the Calculation Date of 2.00 per cent. UK Treasury Gilt due
September 2025 (or where such financial adviser advises the Issuer
and the Trustee that, for reasons of illiquidity or otherwise, such
stock is not appropriate for such purpose, such other government
stock as such financial adviser may recommend) plus 0.50 per cent.
The Issuer has appointed National Westminster Bank plc to act as
such financial adviser as aforesaid.
The Issuer will provide notice to the
Bondholders of the Redemption Price following the determination of
the same by the financial adviser appointed by the Issuer and
approved by the Trustee.
Bondholders should look to the relevant
clearing systems through which their Bonds are held for
repayment.
The Issuer will request the Financial Conduct
Authority (the "FCA") to
cancel the listing of the Bonds on the Official List of the FCA and
the London Stock Exchange (the "Exchange") to cancel the admission to
trading on the regulated market of the Exchange as soon as
practicable after the Redemption Date.
Terms not otherwise defined herein shall have
the meaning given to them in the trust deed dated 29 September 2015
between, among others, the Issuer and HSBC Corporate Trustee
Company (UK) Limited (the "Trustee") (as amended, amended and
restated, supplemented and/or otherwise modified from time to time,
the "Trust Deed"), copies
of which are available for inspection at the specified offices of
the Principal Paying Agent.
Enquiries:
Bruce Dingwall, Chief Financial Officer; +44
7917 555293
Katrina Leese, Head of Treasury; +44 7711
500351