THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II
(EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY
STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006.
This Document contains a proposal which, if implemented, will result in the cancellation of the listing of
Go-Ahead Shares on the Official List and of trading of Go-Ahead Shares on the London Stock
Exchange’s Main Market for listed securities.
If you are in any doubt as to the contents of this Document or the action you should take, you are
recommended to seek your own financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser authorised under the Financial Services and
Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised
independent financial adviser if you are taking advice in a territory outside the United Kingdom.
If you sell or have sold or otherwise transferred all of your Go-Ahead Shares, please send this Document
together with the accompanying documents (other than documents or forms personal to you) at once to the
purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was
effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded,
distributed or transmitted in or into or from any jurisdiction in which such act would constitute a violation of
the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding
of Go-Ahead Shares, you should retain these documents and contact the stockbroker, bank or other agent
through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred
Go-Ahead Shares in certificated form, notwithstanding receipt of this Document from the transferor, you should
contact Equiniti on the relevant telephone number set out below to obtain personalised Forms of Proxy.
The release, publication or distribution of this Document and any accompanying documents (in whole or in
part) in or into or from jurisdictions other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this Document comes should inform themselves
about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Neither this Document nor any of the accompanying documents do or are 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. This Document is not a prospectus or
prospectus equivalent document.
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 Arrangement
under Part 26 of the Companies Act 2006
This Document (including all information incorporated into this Document by reference to another
source) should be read as a whole and in conjunction with the Forms of Proxy. Your attention is drawn
to Part I (Letter from the Chair of Go-Ahead) of this Document which contains the unanimous
recommendation of the Go-Ahead Directors that you vote in favour of the Scheme at the Court Meeting
and the Special Resolution to be proposed at the General Meeting. A letter from Rothschild & Co
explaining the Scheme appears in Part II (Explanatory Statement) of this Document and constitutes an
explanatory statement in compliance with section 897 of the Companies Act.
Notices of the Court Meeting and the General Meeting, both of which will be held at Herbert Smith
Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG on 8 August 2022, are set out in Part XI
(Notice of Court Meeting) and Part XII (Notice of General Meeting), respectively, of this Document. The Court
Meeting will start at 10.00 a.m. on that date and the General Meeting at 10.15 a.m. or as soon thereafter as the
Court Meeting is concluded or adjourned.
The action to be taken by Go-Ahead Shareholders and Scheme Shareholders is set out on pages 9 to 12
(Action to be taken) and at paragraph 19 of Part II (Explanatory Statement) of this Document.
Go-Ahead Shareholders are asked to complete and return the enclosed BLUE and YELLOW Forms of
Proxy (or appoint a proxy electronically or online as referred to in this Document) in accordance with
the instructions printed thereon as soon as possible, but in any event so as to be received by Go-Ahead’s
registrars, Equiniti, not later than 48 hours before the relevant Meeting (excluding any part of such 48
hour period falling on a day that is not a working day or, in the case of any adjournment, not later than
48 hours before the time fixed for the adjourned Meeting).
In the case of the Court Meeting, if the BLUE Form of Proxy for the Court Meeting is not lodged by
10.00 a.m. on 4 August 2022, it may be: (i) scanned and emailed to Equiniti at the following email
address: [email protected]; 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.
In the case of the General Meeting, if the YELLOW Form of Proxy for the General Meeting is not lodged by
10.15 a.m. on 4 August 2022 (by post or transmission of a proxy appointment or voting instruction online,
through CREST or via Equiniti’s online facility), it will be invalid. Go-Ahead Shareholders who hold
Go-Ahead Shares in CREST may also appoint a proxy using CREST or online by following the instructions set
out in the Forms of Proxy and on pages 9 to 12 (Action to be Taken) of this Document.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to
Scheme Shareholders and Go-Ahead Shareholders before the Meetings, through Go-Ahead’s website at
https://www.go-ahead.com/investors and by announcement through a Regulatory Information Service.
Court Meeting and General Meeting
Further details regarding attending the Court Meeting and General Meeting and the appointment of a
proxy for each relevant Meeting, are set out on pages 9 to 12 (Action to be Taken) of this Document.
It is important that, for the Court Meeting, 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. Whether or not you
intend to attend and/or vote at the Meetings, you are therefore strongly encouraged to: (i) sign and
return your Forms of Proxy by post; or (ii) transmit a proxy appointment and voting instruction online
via Equiniti’s online facility or through the CREST electronic proxy appointment service as soon as
possible.
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.
If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt
as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact Go-
Ahead’s registrars, 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.
Certain terms used in this Document are defined in Part X (Definitions). References to times in this Document
are to London, United Kingdom time unless otherwise stated.
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 Acquisition and other matters referred to in this Document and will not be responsible to
anyone other than Go-Ahead for providing the protections afforded to its clients or for providing advice in
relation to the Acquisition, this Document or any other matter referred to herein. Neither Rothschild & Co nor
1
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 Document, 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 Document.
Investec Bank plc (“Investec”), which is authorised by the PRA and regulated by the FCA and PRA in the
United Kingdom, is acting as financial adviser and joint corporate broker to Go-Ahead and for no one else in
connection with the Acquisition and other matters referred to in this Document 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, this Document or any other matter referred to herein. 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 Document, any statement contained herein, the Acquisition or
otherwise.
Peel Hunt LLP, which is authorised and regulated by the FCA, is acting for Go-Ahead in its capacity as
financial adviser and joint corporate broker and no one else in connection with the Acquisition and other
matters referred to in this Document, 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,
this Document or any other matter referred to herein. 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 this Document, any statement contained herein, the
Acquisition or otherwise. No representation or warranty, express or implied, is made by Peel Hunt LLP as to
the contents of this Document.
UBS AG London Branch (“UBS AG LB”) is authorised and regulated by the Financial Market Supervisory
Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited
regulation by the PRA 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 Acquisition and other matters referred to
in this Document. 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
Acquisition, this Document 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 FCA and the PRA. Santander is
acting exclusively as co-financial adviser to the Consortium and no one else in connection with the Acquisition
and other matters referred to in this Document 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
connection with the Acquisition, this Document or any other matter referred to herein. 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 Document, any statement contained herein, the Acquisition or otherwise.
No person has been authorised to give any information or make any representations other than those contained
in this Document and, if given or made, such information or representations must not be relied upon as having
been authorised by Go-Ahead, the Go-Ahead Directors, Bidco, the Bidco Directors or by Rothschild & Co,
Investec, Peel Hunt LLP, UBS, Santander or any other person involved in the Acquisition. Neither the delivery
of this Document nor holding the Meetings, the Court Sanction Hearing, or filing the Court Order shall, under
any circumstances, create any implication that there has been no change in the affairs of the Go-Ahead Group
or the Bidco Group since the date of this Document or that the information in, or incorporated into, this
Document is correct as at any time subsequent to its date.
2
IMPORTANT NOTICE
The release, publication or distribution of this Document in or into or from jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to
comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any person. This Document does not
constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this Document or otherwise in any jurisdiction in which such offer or solicitation is
unlawful.
The statements contained in this Document are made as at the date of this Document, unless some other time is
specified in relation to them, and service of this Document shall not give rise to any implication that there has
been no change in the facts set forth in this Document since such date. Nothing in this Document shall be
deemed to be a forecast, projection or estimate of the future financial performance of Go-Ahead or Bidco
except where otherwise stated.
This Document is not a prospectus or prospectus-equivalent document.
Overseas Shareholders
This Document has been prepared in accordance with and for the purpose of complying with English and
Welsh law, the Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the
Listing Rules and information disclosed may not be the same as that which would have been disclosed if this
Document had been prepared in accordance with the laws of jurisdictions outside England and Wales.
The availability of the Acquisition to Go-Ahead Shareholders who are not resident in and citizens of the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they
are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe,
any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Go-Ahead Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and
regulation, the Acquisition will 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
Scheme by any such use, means, instrumentality or from 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
Document and any formal documentation relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons receiving this Document and all such
documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from such jurisdictions where to do so would violate the laws in
that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the
Acquisition is implemented (with the consent of the Panel and subject to and in accordance with the terms of
the Co-operation Agreement) by way of a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such
use, means, instrumentality or facilities.
The Acquisition shall be subject to, among other things, the applicable requirements of the Code, the Panel, the
London Stock Exchange and the FCA.
The statements contained in this Document are not to be construed as legal, business, financial or tax advice.
3
Additional information for US investors
The Acquisition relates to shares of an English 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.
The financial information included in this Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) has 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.
If Bidco were to elect (with the consent of the Panel and subject to and in accordance with the terms of the
Co-operation Agreement) to implement the Acquisition by means of a Takeover Offer and determines to extend
the offer into the United States, such Takeover Offer would be made in compliance with all applicable United
States laws and regulations. Such a Takeover Offer would be made in the United States by Bidco and no one
else.
In the event that the Acquisition is implemented by way of a Takeover Offer, 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, during the period in which such Offer would remain open for acceptances. 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
United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com.
In accordance with the Takeover Code and normal UK practice, and pursuant to Rule 14e-5(b) of the US
Exchange Act (were the Acquisition to be implemented by way of a Takeover Offer), (a) 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;
and (b) UBS, Santander and their affiliates will continue to act as exempt principal traders in Go-Ahead
securities on the London Stock Exchange. If purchases or arrangements to purchase were to be made as
contemplated by clause (a) of this paragraph, they would occur either in the open market at prevailing prices or
in private transactions at negotiated prices, and any information about such purchases or arrangements to
purchase would be disclosed as required in the UK, would be reported to a Regulatory Information Service and
would be available on the London Stock Exchange website at www.londonstockexchange.com. Purchases
contemplated by clause (b) of this paragraph that are required to be made public in the United Kingdom
pursuant to the Takeover Code would be reported to a Regulatory Information Service and would be available
on the London Stock Exchange website at www.londonstockexchange.com. Information would also be publicly
disclosed in the United States to the extent that such information is made public in the United Kingdom.
The receipt of consideration by a US holder for the transfer of its Go-Ahead Shares pursuant to the Scheme
may have tax consequences in the US and such consequences, if any, are not described herein. 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.
Go-Ahead and Bidco are each organised under the laws of England and Wales. Some or all of the officers and
directors of Go-Ahead and Bidco, respectively, are residents of countries other than the United States. It may
not be possible to sue Go-Ahead or Bidco or their respective directors or officers in a non-US court for
violations of US securities laws. It may be difficult to compel Go-Ahead, Bidco and/or their respective
affiliates, directors and officers to subject themselves to the jurisdiction and judgment of a US court.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Document (including information incorporated by reference in this Document), 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
4
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 Document 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 Document 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 Document. 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.
Profit forecasts, estimates or quantified financial benefits statements
The Go-Ahead 2022 Profit Estimates are profit estimates for the purposes of Rule 28 of the Code. The
Go-Ahead 2022 Profit Estimates, the assumptions and basis of preparation on which the Go-Ahead 2022 Profit
Estimates are based and the Go-Ahead Directors’ confirmation, as required by Rule 28.1 of the Code, are set
out in Part VI (Go-Ahead Profit Estimates) of this Document.
Other than in respect of the Go-Ahead 2022 Profit Estimates, no statement in this Document, or incorporated
by reference in this Document, is intended as a profit forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this Document should be interpreted to mean that earnings or
earnings per share for Go-Ahead for the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Go-Ahead.
For the purposes of Rule 28 of the Code the Go-Ahead 2022 Profit Estimates contained in Part VI (Go-Ahead
Profit Estimates) of this Document are the responsibility of Go-Ahead and the Go-Ahead Directors.
Dealing and Opening Position Disclosure Requirements
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
5
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 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 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 Panel’s website
at 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.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this Document 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 and on Bidco’s website at https://www.gerrardbid.com by no later than
12 noon (London time) on 12 July 2022. For the avoidance of doubt, neither the contents of Go-Ahead’s
website and Bidco’s website nor any website accessible from hyperlinks is incorporated into or forms part of
this Document.
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 Document 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.
For persons who receive a copy of this Document in electronic form or via a website notification, a hard copy
of this Document will not be sent unless so requested. Such persons may also request that all future documents,
announcements and information in relation to the Acquisition be sent to them in hard copy form.
6
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.
Rounding
Certain figures included in this Document 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.
Incorporation of information by reference into this Document
Part V (Financial and Ratings Information) of this Document sets out which sections of certain documents are
incorporated by reference into, and form part of, this Document.
This information is available on Go-Ahead’s website at https://www.go-ahead.com/investors. Go-Ahead
Shareholders may request a hard copy of such documents incorporated by reference. A copy of any such
documents or information incorporated by reference will not be sent to such persons unless requested, free of
charge, by calling 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 writing to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road,
Lancing, BN99 6DA, stating your name, and the address to which the hard copy should be sent. You will not
receive a hard copy of this information unless you so request.
General
If you are in any doubt about the contents of this Document 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).
This Document is dated 11 July 2022.
7
CONTENTS
Page
ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
EXPECTED TIMETABLE OF PRINCIPAL EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
PART I LETTER FROM THE CHAIR OF GO-AHEAD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
PART II EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
PART III CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE
ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
PART IV SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
PART V FINANCIAL AND RATINGS INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
PART VI GO-AHEAD PROFIT ESTIMATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
PART VII UNITED KINGDOM TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
PART VIII ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS . . . . . . . . . . . . 63
PART IX ADDITIONAL INFORMATION ON GO-AHEAD AND BIDCO . . . . . . . . . . . . . . . . . 65
PART X DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
PART XI NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
PART XII NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
8
ACTION TO BE TAKEN
For the reasons set out in this Document, the Go-Ahead Directors, who have been so advised by
Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition 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.
Accordingly, in order to implement the Acquisition, the Go-Ahead Directors unanimously recommend
that you vote in favour of the Scheme at the Court Meeting and the Special Resolution proposed at the
General Meeting, as those Go-Ahead Directors who hold Go-Ahead Shares have irrevocably undertaken
to do in respect of their own beneficial holdings of Go-Ahead Shares (or those Go-Ahead Shares over
which they have control), and that you take the action described below.
These pages should be read in conjunction with the rest of this Document and, in particular,
paragraph 19 of Part II (Explanatory Statement) of this Document and the notices of the Court Meeting
and the General Meeting at the end of this Document.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to
Scheme Shareholders and Go-Ahead Shareholders before the Meetings, including through Go-Ahead’s website
at https://www.go-ahead.com/investors and by announcement through a Regulatory Information Service.
1. DOCUMENTS
Please check you have received the following:
• a BLUE Form of Proxy for use in respect of the Court Meeting to be held on 8 August 2022;
• a YELLOW Form of Proxy for use in respect of the General Meeting to be held on 8 August
2022; and
• a pre-paid envelope for use in the UK only for the return of the BLUE Form of Proxy and the
YELLOW Form of Proxy.
If you have not received all of these documents please contact the Company’s registrars, 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.
2. VOTING AT THE COURT MEETING AND THE GENERAL MEETING
IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE
CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION
OF SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE,
SIGN AND RETURN YOUR FORMS OF PROXY BY POST (OR TRANSMIT A PROXY
APPOINTMENT AND VOTING INSTRUCTION ONLINE VIA EQUINITI’S ONLINE FACILITY
OR THROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE) AS SOON AS
POSSIBLE.
The Scheme will require approval at a meeting of Scheme Shareholders convened with the permission of the
Court to be held at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG at
10.00 a.m. on 8 August 2022. Implementation of the Scheme will also require approval of the Special
Resolution relating to the Acquisition to be proposed at the General Meeting. The General Meeting will be held
at the same place as the Court Meeting at 10.15 a.m. on 8 August 2022 (or as soon thereafter as the Court
Meeting concludes or is adjourned). Notices of the Meetings are set out at Part XI (Notice of Court Meeting)
and Part XII (Notice of General Meeting) of this Document. If the Scheme becomes Effective, it will be
binding on all Scheme Shareholders, including any Scheme Shareholders who did not vote or who voted
against the Scheme at the Court Meeting.
Scheme Shareholders and Go-Ahead Shareholders are strongly encouraged to submit proxy appointments and
instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (by
post, online or electronically through CREST) set out below.
9
Go-Ahead Shareholders are entitled to appoint a proxy in respect of some or all of their Go-Ahead Shares and
may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to
a different share or shares held by such holder. Go-Ahead Shareholders who wish to appoint more than one
proxy in respect of their holding of Go-Ahead Shares should contact Equiniti for further Forms of Proxy or
photocopy the Forms of Proxy as required.
The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting
instruction online, through CREST, Proxymity or via Equiniti’s online facility) will not prevent you from
attending and voting at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.
Scheme Shareholders and Go-Ahead Shareholders are required to submit or amend proxy voting instructions in
respect of the relevant Meeting not later than 48 hours before the relevant Meeting (excluding any part of such
48 hour period falling on a day that is not a working day) (or in the case of any adjournment, not later than
48 hours before the time fixed for the adjourned Meeting). In the case of the Court Meeting only, Scheme
Shareholders who have not cast or amended their proxy voting instructions by this time may be: (i) scanned
and emailed to Equiniti at the following email address: [email protected]; 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).
(a) Sending Forms of Proxy by post
Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and return
them to Equiniti, the Company’s registrars, either by post to Equiniti, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom, so as to be received as soon as possible and in any event not later
than the relevant times set out below:
BLUE Forms of Proxy for the Court Meeting . . . . . . . . . . . . . . . . . . . . 10.00 a.m. on 4 August 2022
YELLOW Forms of Proxy for the General Meeting . . . . . . . . . . . . . . . . 10.15 a.m. on 4 August 2022
or, if in either case the Meeting is adjourned, so that the relevant Form of Proxy is received not later than
48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time
fixed for the adjourned Meeting.
What if I miss the deadline mentioned above?
• If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may
(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.
(b) Online appointment of proxies
As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed
electronically via Equiniti’s online facility by logging on to the following website: www.sharevote.co.uk and
following the instructions therein. Alternatively, if you have already registered with Equiniti’s online portfolio
service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. You will need your
Username/ID and Password to log in to the portal. Once you have accessed this click ‘View’ on the ‘My
Investments’ page and then click on the link to vote. Full instructions are given on both websites. For an
electronic proxy appointment to be valid, the appointment must be received by Equiniti not later than 48 hours
(excluding any part of such 48 hour period falling on a non-working day) before the time fixed for the relevant
Meeting (as set out in paragraph 2(a) above) or any adjournment thereof. Full details of the procedure to be
followed to appoint a proxy electronically are given on the website.
What if I miss the deadline mentioned above?
• In the case of the Court Meeting only, if the electronic proxy appointment is not received by this
time, the BLUE Form of Proxy may be: (i) scanned and emailed to Equiniti at the following email
be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any
adjournment thereof).
10
• In the case of the General Meeting only, if the electronic proxy appointment is not received by this
time, it will be invalid.
(c) Electronic appointment of proxies through CREST and Proxymity
If you hold Go-Ahead Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for
the Court Meeting or the General Meeting (or any adjourned Meeting) by using the CREST electronic proxy
appointment service, you may do so by using the procedures described in the CREST Manual (please also refer
to the accompanying notes to the notices of the Meetings set out in Part XI (Notice of Court Meeting) and
Part XII (Notice of General Meeting) of this Document). CREST personal members or other CREST sponsored
members, and those CREST members who have appointed any voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with the
specifications of Euroclear and must contain the information required for such instructions as described in the
CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an
amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted
so as to be received by Equiniti (ID: RA19) not later than 48 hours (excluding any part of such 48 hour period
falling on a non-working day) before the time fixed for the relevant Meeting (as set out in
paragraph 2(a) above) or any adjournment thereof. For this purpose, the time of receipt will be taken to be
the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which
Equiniti are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by, in the case of
the Court Meeting, 10.00 a.m. and in the case of the General Meeting, 10.15 a.m. on 4 August 2022 in order to
be considered valid. Before you can appoint a proxy via this process you will need to have agreed to
Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound
by them and they will govern the electronic appointment of your proxy.
What if I miss the deadline mentioned above?
• In the case of the Court Meeting only, if the CREST proxy or instruction is not received by this time,
the BLUE Form of Proxy may be (i) scanned and emailed to Equiniti at the following email
be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any
adjournment thereof).
• In the case of the General Meeting only, if the CREST proxy or instruction is not received by this
time, it will be invalid.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that
Euroclear does not make available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST
sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. For further information on the logistics of
submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
Go-Ahead may treat as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the CREST Regulations.
3. GO-AHEAD SHARE PLANS
Participants in the Go-Ahead Share Plans will be contacted separately regarding the effect of the Scheme on
their rights under the Go-Ahead Share Plans. A summary of the effect of the Scheme on outstanding Options
under the Go-Ahead Share Plans is set out in paragraph 8 of Part II (Explanatory Statement) of this Document.
11
4. SHAREHOLDER HELPLINE
If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt
as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact
Go-Ahead’s registrars, 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.
12
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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.
Event Time and/or date
(1)
Publication of this Document . . . . . . . . . . . . . . . . . . . . . . . 11 July 2022
Latest time for lodging proxies for the:
Court Meeting (BLUE form) . . . . . . . . . . . . . . . . . . . . . . 10.00 a.m. on 4 August 2022
(2)
General Meeting (YELLOW form) . . . . . . . . . . . . . . . . . . 10.15 a.m. on 4 August 2022
(3)
Voting Record Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6:30 p.m. on 4 August 2022
(4)
Court Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.00 a.m. on 8 August 2022
General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.15 a.m. on 8 August 2022
(5)
The following dates and times associated with the Scheme are subject to change and will depend on,
among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver,
waived, and the date on which the Court sanctions the Scheme. Go-Ahead will give adequate notice of
any changes to these dates and times, when known, by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on Go-Ahead’s website at
https://www.go-ahead.com/investors. Further updates and changes to these times will be notified in the
same way. See also note (1).
Court Sanction Hearing . . . . . . . . . . . . . . . . . . . . . . . . . . . a date no later than 21 days after the
satisfaction (or, if applicable, waiver) of
the Conditions (other than
Condition 2.3) and in any event prior to
the Long Stop Date (“D”)
Last day for dealings in, and for the registration of transfer of,
Go-Ahead Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
D+1 Business Day
Scheme Record Time and record date for the Special Dividend . 6:00 p.m. on D+1 Business Day
Disablement of CREST in respect of Go-Ahead Shares . . . . . . . 6:00 p.m. on D+1 Business Day
Suspension of dealings in Go-Ahead Shares . . . . . . . . . . . . . . by 7:30 a.m. on D+2 Business Days
Effective Date of the Scheme
(6)
. . . . . . . . . . . . . . . . . . . . . D+2 Business Days
Cancellation of listing of Go-Ahead Shares . . . . . . . . . . . . . . by 7:30 a.m. on D+3 Business Days
Latest date for despatch of cheques and crediting of CREST
accounts and processing electronic transfers for cash consideration
due under the Scheme and payment of the Special Dividend . . . within 14 days of the Effective Date
Long Stop Date
(7)
14 January 2023
(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.
Participants in the Go-Ahead Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under
the Go-Ahead Share Plans.
(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 10.00 a.m. on 4 August 2022, it may be: (i) scanned and emailed to Equiniti at the following email
address: [email protected]; 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).
13
(3) In order to be valid, the YELLOW Forms of Proxy for the General Meeting must be lodged not later than 10.15 a.m. on 4 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 10.15 a.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 this 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.
14
PART I
LETTER FROM THE CHAIR OF GO-AHEAD
Go-Ahead Group plc
3
rd
Floor 41-51 Grey Street
Newcastle Upon Tyne, NE1 6EE
(Incorporated in England and Wales with registered number 02100855)
Directors:
Clare Hollingsworth (Chair)
Christian Schreyer (Group Chief Executive)
Sarah Mussenden (Group Chief Financial Officer)
David Blackwood (Senior Independent Director)
Harry Holt (Independent Non-Executive Director)
Dominic Lavelle (Independent Non-Executive Director)
Leanne Wood (Independent Non-Executive Director)
11 July 2022
To the holders of Go-Ahead Shares and, for information only, to holders of Options under the Go-Ahead Share
Plans and persons with information rights.
Dear Shareholder,
RECOMMENDED CASH ACQUISITION OF GO-AHEAD GROUP PLC BY GERRARD
INVESTMENT BIDCO LIMITED
1. INTRODUCTION
On 13 June 2022, the boards of directors of Go-Ahead and Bidco announced that they had reached agreement
on the terms and conditions of a recommended cash acquisition pursuant to which Bidco will acquire the entire
issued, and to be issued, share capital of Go-Ahead. Bidco is a newly formed company indirectly owned by
Kinetic and Globalvia. The Acquisition is intended to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act.
I am writing to you today, on behalf of the Go-Ahead Directors, to set out the background to the
Acquisition and the reasons why the Go-Ahead Directors consider the terms of the Acquisition to be fair
and reasonable. The Go-Ahead Directors are unanimously recommending that you vote in favour of the
Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General
Meeting, as those Go-Ahead Directors who hold Go-Ahead Shares have irrevocably undertaken to do in
respect of their own beneficial holdings of Go-Ahead Shares (or those Go-Ahead Shares over which they
have control) which, in aggregate amount to 2,584 Go-Ahead Shares representing, in aggregate,
approximately 0.01 per cent. of the issued share capital of Go-Ahead as at the Latest Practicable Date.
I also draw your attention to the letter from Rothschild & Co set out in Part II (Explanatory Statement)
of this Document which gives details about the Acquisition and to the additional information set out in
Part IX (Additional Information on Go-Ahead and Bidco) of this Document. Further information relating
to the irrevocable undertakings given by those Go-Ahead Directors who hold Go-Ahead Shares,
including the circumstances in which they cease to be binding, is set out at paragraph 4 of this letter, and
in paragraph 5 of Part IX (Additional Information on Go-Ahead and Bidco) of this Document.
In order to approve the terms of the Acquisition, the required majority of Scheme Shareholders will need to
vote in favour of the Scheme at the Court Meeting and the required majority of Go-Ahead Shareholders will
need to vote in favour of the Special Resolution to be proposed at the General Meeting (as set out in
paragraph 11 of Part II (Explanatory Statement) of this Document. The Court Meeting and the General Meeting
are to be held at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG on
8 August 2022 at 10.00 a.m. and 10.15 a.m. (or immediately after the conclusion of the Court Meeting),
respectively.
15
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to
Scheme Shareholders and Go-Ahead Shareholders before the Meetings, including through Go-Ahead’s website
at https://www.go-ahead.com/investors and by announcement through a Regulatory Information Service.
Details of the actions you should take are set out in paragraph 19 of Part II (Explanatory Statement) of this
Document. The recommendation of the Go-Ahead Directors is set out in paragraph 13 of this letter.
2. SUMMARY OF THE TERMS OF THE ACQUISITION
Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part III
(Conditions to the Implementation of the Scheme and to the Acquisition) of this Document, Scheme
Shareholders at the Scheme Record Time will be entitled to receive 1,500 pence for each Go-Ahead Share
(the “Acquisition Value”), comprising, for each Go-Ahead Share:
1,450 pence in cash (the “Acquisition Price”)
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 “Special Dividend”)
The Acquisition values the entire issued and to be issued share capital of Go-Ahead at approximately
£647.7 million on a fully diluted basis and the Acquisition Value represents a premium of approximately:
• 48.5 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 plc 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) (the “Undisturbed Closing Price”);
• 77.6 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 before the commencement of the
Offer Period); and
• 24.0 per cent. to the Closing Price per Go-Ahead Share of 1,210 pence on 10 June 2022 (being the
last Business Day before the commencement of the Offer Period).
The Acquisition Value implies an enterprise value of approximately 11.0x times Go-Ahead’s pre IFRS-16 EBIT
for the 52 weeks ended 1 January 2022.
The Acquisition Value represents a multiple of approximately 15.3x times Go-Ahead’s earnings per share for
the 52 weeks ended 1 January 2022. Excluding the 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 Consortium and the Go-Ahead Directors noted the general media speculation across the wider sector prior
to the publication of the 2.7 Announcement on 13 June 2022. Since the statement made by FirstGroup plc on
26 May 2022 regarding an unsolicited approach from I Squared Capital Advisors (UK) LLP and up to 13 June
2022, the share price of Go-Ahead rose by 19.8 per cent.
In addition to the Acquisition Price, Go-Ahead Shareholders on the register of members at the Scheme Record
Time will also be entitled to receive the Special Dividend.
Further information about the Acquisition is provided in Part II (Explanatory Statement) of this Document.
3. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION
Following the appointment of a new leadership team and the conclusion of its strategic business review (which
was announced in April 2022), Go-Ahead successfully outlined the future strategy for the Company: “The Next
Billion Journeys”.
The Next Billion Journeys is focused on three strategic objectives to deliver profitable and sustainable growth
in existing and new markets by:
• Improving the performance of Go-Ahead’s underlying business;
• Growing organically and externally; and
• Progressing new opportunities.
16
Go-Ahead is well positioned to deliver a strong performance for its customers, whilst improving the operational
efficiency of its bus and rail businesses through digitalisation, decarbonisation, and cost reduction. Go-Ahead’s
interim results to 1 January 2022 have shown encouraging underlying financial performance and passenger
volume recovery, as the transport market continues to emerge from the Covid-19 pandemic. Go-Ahead’s robust
balance sheet and low net debt will ensure the Company is well positioned to take advantage of expansion
opportunities ahead.
The Go-Ahead Directors remain confident in the standalone prospects of Go-Ahead and did not solicit an offer
for the Company. However, they also acknowledge the potential macroeconomic uncertainty that may impact
the business and recognise the risks inherent in executing successfully on the future strategy of the Company
over the medium term. Accordingly, whilst the Go-Ahead Directors did not solicit an offer for the Company,
they regularly consider appropriate options for improving shareholder value and the unsolicited proposals were
assessed in this regard.
The first unsolicited proposal received from the Consortium on 14 January 2022 was at 975 pence per Go-
Ahead Share and not at a level the Go-Ahead Directors felt reflected an appropriate value for Go-Ahead and its
future prospects. Since this date, and over a period when Go-Ahead has issued several updates to the market
and the listing of its shares was restored, the Consortium made a number of subsequent proposals, with the fifth
of such proposals reaching 1,450 pence per Go-Ahead Share, with the Consortium subsequently agreeing to
include the Special Dividend as part of the Acquisition Value.
In considering the financial terms of the Acquisition and determining whether they reflect an appropriate
valuation of Go-Ahead and its future prospects, the Go-Ahead Directors, together with their lead financial
adviser Rothschild & Co, took into account a number of factors including:
• the terms of the Acquisition represent an immediate and significant premium to the Undisturbed
Closing Price, reflective of the significant value inherent in Go-Ahead, whilst also providing Go-
Ahead Shareholders with certainty of value in cash;
• the Acquisition represents a premium of approximately 48.5 per cent. to the Undisturbed Closing
Price per Go-Ahead Share of 1,010 pence on 25 May 2022;
• the Acquisition represents a premium of approximately 77.6 per cent. to the volume-weighted average
price of 845 pence per Go-Ahead Share for the 3 month period ended 10 June 2022 (being the last
Business Day before the commencement of the Offer Period);
• the Acquisition represents a premium of approximately 24.0 per cent. to the Closing Price of
1,210 pence per Go-Ahead Share on 10 June 2022 (being the last Business Day before the
commencement of the Offer Period);
• the Acquisition Value implies an enterprise value multiple of approximately 11.0x times Go-Ahead’s
pre IFRS-16 EBIT for the 52 weeks ended 1 January 2022; and
• the Acquisition Value represents a multiple of approximately 15.3x times Go-Ahead’s earnings per
share for the 52 weeks ended 1 January 2022. Excluding the 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.
In addition to the financial terms of the Acquisition, the Go-Ahead Directors have placed considerable
emphasis in their discussions with the Consortium on the wider responsibilities of future ownership. Go-Ahead
plays an important role for a broad range of stakeholders including colleagues, customers, local transport
authorities and government agencies. Additionally, these responsibilities extend to maintaining Go-Ahead’s
commitment to investment in digital innovation, decarbonisation and continually high standards of health and
safety.
The Go-Ahead Directors held extensive discussions with the Consortium in relation to a number of specific
areas that are fundamental to preserving the values of Go-Ahead for the benefit of all stakeholders and have
taken into account Bidco's intentions for the Go-Ahead business, as well as Bidco’s intentions for Go-Ahead's
management, employees, pension scheme and other stakeholders. The Go-Ahead Directors have also
considered these in their evaluation of the Consortium as a suitable and appropriate owner.
The Consortium has outlined to the Go-Ahead Directors its long-term approach and strategic alignment to the
global travel sector. Consistent with this approach, the Consortium has been clear that it intends to support the
Go-Ahead management in the continued delivery of The Next Billion Journeys strategy. In addition, the
Go-Ahead Directors note Bidco's recognition of the importance of the skills and experience of Go-Ahead's
17
existing management and employees and welcome Bidco’s intention to support the Go-Ahead management
team and Go-Ahead’s devolved operating model. The Go-Ahead Directors also welcome Bidco’s intention
(save for certain central support functions and “business as usual” headcount management in the ordinary
course (including any reductions that may ultimately be proposed as a result of the UK Government’s Rail
Reform Agenda)) not to make any headcount reduction (including in frontline operational roles) or depot
closures; or (ii) any material changes in the conditions of employment or in the balance of skills and functions
of the employees or management. The Go-Ahead Directors further welcome Bidco’s desire to be a strong
partner to the DfT and other customers and Bidco’s intention to implement governance arrangements acceptable
to the DfT in relation to the Go-Ahead Group and Govia Thameslink Railway, including maintaining an audit
committee chaired by an independent non-executive director. Further details of the Consortium’s intentions
regarding the future of Go-Ahead under its ownership can be found at paragraph 6 of this Part I (Letter from
the Chair of Go-Ahead) of this Document.
Following careful consideration of both the financial terms of the Acquisition and the Consortium’s intentions
regarding the conduct of the Go-Ahead business under the Consortium’s ownership, the Go-Ahead Directors
unanimously recommend the Acquisition to Go-Ahead Shareholders.
4. IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT TO VOTE IN FAVOUR OF
THE SCHEME
Bidco has received irrevocable undertakings from each of the Go-Ahead Directors that hold Go-Ahead Shares
to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General
Meeting, in respect of a total of 2,584 Go-Ahead Shares, representing approximately 0.01 per cent. of Go-
Ahead’s share capital in issue as at the Latest Practicable Date.
Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set
out in paragraph 5 of Part IX (Additional Information on Go-Ahead and Bidco) of this Document. Copies of the
irrevocable undertakings are available on Go-Ahead’s website at https://www.go-ahead.com/investors and will
remain on display until the end of the Offer Period.
5. BACKGROUND TO AND REASONS FOR THE ACQUISITION
Each of the Consortium Members has a demonstrable track record of investing in people, assets and innovation,
and views Go-Ahead as a best-in-class public transport operator, custodian of iconic brands trusted by millions
of passengers annually and a long-term partner.
Bidco and the Consortium Members are strongly convinced of the strength of Go-Ahead’s operations and the
markets in which Go-Ahead operates, and are positive about the long-term opportunities available to the Go-
Ahead business, which are considered to be complementary to the existing operations of the Consortium
Members. Bidco will be well positioned to support the Go-Ahead management team, which will continue to
lead the business operating on a standalone basis, in delivering on its business plan and sustainable long-term
value creation, including by providing access to capital, additional management expertise and deep industry
experience.
In particular, Bidco and the Consortium Members consider that the Acquisition would be compelling for the
following reasons:
• the Acquisition would create a leading global, multi-modal, mass transit platform with assets owned
by the Wider Bidco Group across the United Kingdom, Ireland, Germany, Norway, Sweden,
Australia, New Zealand, Singapore, Spain, Portugal, North America, South America and Central
America;
• the platform would be a global leader in ESG, bringing together the leading electric vehicle operators
in the United Kingdom, Australia and New Zealand. For Bidco and the Consortium Members, ESG
(including investment in zero emission bussing and electric vehicle infrastructure) is an important
strategic focus, and Go-Ahead’s market leading focus on sustainability and zero emission transition is
core to the Consortium’s investment thesis;
• the ability to utilise the extensive collective expertise across the platform, providing opportunities for
the sharing of best practices, fostering operational improvement and leading innovation;
• significant opportunity to utilise the strong brand equity that the Consortium Members have in their
respective and complementary markets, across bus and rail, to provide new growth opportunities for
Go-Ahead and assist in its UK and international expansion objectives;
18
• recently announced policies in the United Kingdom (such as the National Bus Strategy) provide an
opportunity for Go-Ahead to increase its footprint in the regional UK bus market, enhanced by the
Consortium Members’ experience collaborating with local governments to improve bus networks for
customers and to executing upon strategic bolt-on M&A opportunities; and
• the extensive knowledge and expertise of both Go-Ahead and Globalvia in the rail market will place
the platform in a strong position to grow and expand Go-Ahead’s business in light rail, high-speed
rail and any other passenger rail contract schemes across the UK, Europe, South America and the US.
The Consortium Members and Go-Ahead share complementary cultures and operating philosophies with a
shared commitment to market leadership, growth and innovation. The Acquisition will allow the Enlarged
Group to better capitalise on technology trends across the globe, utilise the collective know-how to grow in its
existing geographies and expand into new geographies.
6. DIRECTORS, MANAGEMENT, EMPLOYEES, PENSIONS, RESEARCH AND DEVELOPMENT
AND LOCATIONS
Bidco’s strategic plans for Go-Ahead
Bidco intends to support the delivery of Go-Ahead’s existing business strategy, with a focus on expanding UK
regional bus operations and realising identified growth opportunities both organically, via acquisition and tender
as well as:
• Improving the performance of the business;
• Growing organically and inorganically across a range of geographies;
• Progressing new opportunities, notably by developing new modes of transport, accelerating in B2B
and exploring new services;
• Strengthening governance and transparency;
• Improving digital and data capabilities;
• Consolidating zero emission capabilities;
• Rebuilding post-Covid-19 confidence with passengers and clients; and
• Enhancing people engagement and collaboration.
Following completion of the Acquisition, the Go-Ahead Group will benefit from the strong brand equity of
both Go-Ahead in the UK, Europe and Singapore and the Consortium Members in the Australasian, European
and North, Central and South American markets, providing a strong platform to enhance Go-Ahead’s
international growth objectives. Bidco believes that being a multi-modal and truly global mass transit operator
will open up exciting opportunities for the combined businesses to be recognised as a worldwide leader in zero
emission transit and mobility solutions.
Bidco notes that one of Go-Ahead’s stated strategic priorities is to improve the performance of its international
rail operations in Germany and Norway. Following completion of the Acquisition, Bidco intends to work with
Go-Ahead’s management to undertake a detailed review of these international rail operations. The scope of this
review has not yet been determined pending any changes made by Go-Ahead to these operations in the period
prior to completion. Bidco intends to agree the scope of the review in conjunction with Go-Ahead’s
management following completion of the Acquisition and expects that the review will be completed within
approximately 12 months following completion of the Acquisition. Other than any implications of this review
for the rail operations in Germany and Norway and any ordinary course disposals of fixed assets outside
Germany and Norway which may already be contemplated by Go-Ahead, Bidco does not intend to dispose of
any of Go-Ahead’s businesses, including any of Go-Ahead’s international operations or fixed assets.
Where possible and applicable, Bidco intends to provide expertise and support to the rapid transition of Go-
Ahead’s bus fleet from diesel to zero emission technology, the development of Go-Ahead’s innovation
programme and to commit its full resources to the delivery of the ESG targets set by Go-Ahead, including
through the optimisation of Go-Ahead’s financing structure to support any necessary capital expenditure.
Go-Ahead and Bidco place very significant emphasis on the wider responsibilities of ownership of Go-Ahead.
These responsibilities include recognising the important role that Go-Ahead plays for all of its stakeholders,
including its customers, colleagues, local communities, strategic partners and suppliers and local and national
government partners including local transport authorities, TfL, Network Rail and the DfT. Go-Ahead and Bidco
19
also recognise the important role Go-Ahead’s recognised trade unions and other employee representative bodies
play in the success of the business for the benefit of all these stakeholders.
Bidco intends to support the Go-Ahead management in continuing to strengthen and build upon its highly
valued relationships with the DfT, Transport for London and local transport authorities in the UK and abroad,
reflecting Bidco’s desire to be a strong partner to the DfT and other customers. Bidco will implement
governance arrangements acceptable to the DfT in relation to the Go-Ahead Group and Govia Thameslink
Railway (“GTR”), including maintaining an audit committee chaired by an independent non-executive director.
Bidco recognises the benefits of Go-Ahead’s devolved operating company model. Bidco fully supports this
model and intends to retain the managing directors of each operating company, along with individuals
responsible for the key centralised Group functions.
Investment in digital capability
Bidco admires Go-Ahead’s commitment to digital innovation and data analytics technology and programs.
Bidco recognises Go-Ahead’s history of developing its own technology tools and trialling cutting edge IT
platforms that aim to improve operational performance. Bidco intends to deliver on Go-Ahead’s existing
commitments and continue to drive future capabilities to improve Go-Ahead’s service proposition.
Reducing carbon emissions
Bidco is strongly committed to being a responsible consumer of resources and working with customers and
stakeholders to reduce carbon emissions. Accordingly, Bidco intends to maintain Go-Ahead’s commitment to
reduce carbon emissions by 75% by 2035.
The Consortium Members have a strong track record of prioritising sustainability and the reduction of carbon
emissions. In particular, Kinetic has a commitment to ensuring that zero emission vehicles comprise 50% of its
fleet by 2030 and intends to offset 100% of electrical usage at all depots with renewable energy certificates by
2023. In 2021, Globalvia achieved carbon neutrality in nine subsidiaries of its core business lines and in
corporate offices in Spain and Chile (meaning Globalvia is carbon neutral in four countries: Spain, Chile, the
US and Costa Rica).
Health and safety
The health and safety of Kinetic and Globalvia’s employees in their existing respective businesses is critically
important to both Kinetic and Globalvia. Following completion of the Acquisition Bidco intends to support the
Go-Ahead management in continuing to implement and further leverage the high standards for health and
safety that are currently in place.
Directors, management and employees
Bidco and the Consortium place a high value on Go-Ahead’s people, their skills, experience and commitment
and recognise that they will be critical to the success of the Enlarged Group. Accordingly, identifying and
retaining key staff within Go-Ahead following completion of the Acquisition will be of paramount importance
to Bidco. Bidco intends to seek to retain the current Chair, Chief Executive and senior management team of
Go-Ahead. The non-executive directors of Go-Ahead (other than the Chair) are expected to step down from the
Go-Ahead Group upon completion of the Acquisition. It is expected that the current Chief Financial Officer of
Go-Ahead will remain with the business for a transitional period of up to 18 months following the completion
of the Acquisition.
Bidco expects that there will be a reduced need for certain central support functions in the UK that currently
support Go-Ahead’s status as a publicly listed company, although any impact of this on employees is expected
to be limited. Any reduction in the scope or number of roles within this function will be subject to appropriate
engagement and consultation with affected employees and any appropriate employee representative bodies in
accordance with existing legal obligations. Other than in respect of these central support functions, and any
“business as usual” headcount management in the ordinary course (including any reductions that may
ultimately be proposed as a result of the UK Government’s Rail Reform Agenda), Bidco does not expect the
Acquisition to result in: (i) any headcount reduction (including in frontline operational roles) or depot closures;
or (ii) any material changes in the conditions of employment or in the balance of skills and functions of the
employees or management.
Bidco believes that access to the wider global footprint of the Enlarged Group’s operations will offer exciting
career opportunities for Go-Ahead’s employees following completion of the Acquisition.
20
Existing employment rights and pension schemes
The existing contractual and statutory employment rights of Go-Ahead employees will be fully safeguarded and
observed in accordance with applicable laws.
Bidco recognises the importance of upholding the Go-Ahead Group’s pension obligations and ensuring that the
Pension Schemes are appropriately funded in accordance with statutory requirements and their governing
documentation. Bidco does not expect the Acquisition to have any impact on the Go-Ahead Group’s existing
pension arrangements. Further, Bidco intends to continue to make contributions to the Pension Schemes in line
with the Go-Ahead Group’s existing obligations, and does not intend to make any changes to the benefits
provided under these schemes. The EYMS Group Pension Plan and the defined benefit sections of the Go-
Ahead Group Pension Plan are closed to new members and to future accrual and Bidco does not intend to make
any changes in this regard.
Certain companies within the Go-Ahead Group participate in the Railways Pension Scheme and the Local
Government Pension Scheme. Bidco intends for these companies to satisfy their existing obligations to these
pension arrangements in accordance with statutory requirements and their legal documentation.
Incentivisation Arrangements
Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation
arrangements with members of Go-Ahead’s management, but intends to put in place incentive arrangements for
certain members of the Go-Ahead management team following completion of the Acquisition.
Locations, headquarters and research and development
Bidco intends for Go-Ahead to continue to operate as a standalone business under the Go-Ahead Group brand,
led by the Go-Ahead management team with its headquarters remaining in Newcastle and its head office and
certain head office functions continuing to be based in London. Bidco has no plans to make any change in the
locations of Go-Ahead’s places of business.
Go-Ahead does not currently have a research and development function and Bidco has no plans in this regard.
Trading Facilities
Go-Ahead is currently listed on the Official List and, prior to the Scheme becoming Effective, it is intended
that a request shall be made to the London Stock Exchange to cancel trading in Go-Ahead Shares and de-list
Go-Ahead from the Official List and re-register it as a private company.
The Acquisition is not expected to have any impact on the existing business of Bidco or the Consortium
Members.
No statements in this paragraph 6 constitute “post-offer undertakings” for the purposes of Rule 19.5 of the
Code.
7. GO-AHEAD SHARE PLANS
Details of the arrangements proposed to be implemented in relation to the Go-Ahead Share Plans in connection
with the Acquisition are set out in paragraph 8 of Part II (Explanatory Statement) of this Document.
8. GO-AHEAD CURRENT TRADING
On 24 February 2022, Go-Ahead published its annual report for the 53 weeks ended 3 July 2021 (“2021
Go-Ahead Annual Report”), which can be accessed on Go-Ahead’s website at
https://www.go-ahead.com/investors. Go-Ahead reported total revenue of £4,059 million and adjusted
operating profit of £116 million, before exceptional items of £104 million.
On 27 April 2022, Go-Ahead published its unaudited results for the half year ending 1 January 2022 (“2022
Go-Ahead Half Year Results”), which can be accessed on Go-Ahead’s website at
https://www.go-ahead.com/investors. Go-Ahead reported continuing group revenue of £1,797.7 million and a
total operating profit (pre-exceptional items) of £42.6 million.
21
Update since the 2022 Go-Ahead Half Year Results
Regional Bus
Go-Ahead’s Regional Bus division has continued to see a steady recovery in passenger demand, with
commercial volumes across the business now over 85 per cent. of pre-pandemic levels. In some areas, Go-
Ahead has seen particularly encouraging volumes in recent weeks, with pre-pandemic levels being recorded on
some days. These trends give the Go-Ahead Directors confidence in the continuation of passenger recovery in
the coming months.
The Go-Ahead Directors now expect the operating profit for the Regional Bus division for the 52 weeks ending
2 July 2022 to be ahead of that of the prior two years.
London & International Bus
Go-Ahead’s London & International Bus division will benefit from performance that is ahead of plan in
London and Singapore, including better than anticipated Quality Incentive Contract (QICs) payments in
London. In Sweden, Flexbuss, which Go-Ahead acquired in April 2022, is trading positively and in line with
the Go-Ahead Directors’ expectations.
The Go-Ahead Directors expect the operating profit for the London & International Bus division for the 52
weeks ending 2 July 2022 to be at least in line with pre-pandemic underlying profitability levels.
UK Rail
On 25 March 2022, Go-Ahead announced that the DfT had awarded a National Rail Contract to Govia
Thameslink Railway (GTR) to continue operating the Thameslink, Southern and Great Northern rail services.
The new contract commenced on 1 April 2022 and will run until at least 1 April 2025, with up to a further
three years at the Secretary of State’s discretion.
The National Rail Contract, like the Emergency Recovery Measures Agreement contract it replaced, is a
management contract which has extremely limited exposure to changes in passenger demand and no substantial
cost risk to GTR.
Following the successful commencement of GTR’s new National Rail Contract, the Go-Ahead Directors expect
the operating profit for the UK Rail division for the 52 weeks ending 2 July 2022 to be within the range set out
in the 2022 Go-Ahead Half Year Results of £25m–£30m.
International Rail
In Germany, Go-Ahead continues to make progress with its improvement plans in Baden-Wurttemberg,
although financial penalties relating to operational performance have been slightly higher than anticipated in the
period. Following discussions with our client in Baden-Württemberg, we are pleased to have reached a
memorandum of understanding which will result in a modest improvement to the financial performance of the
contract over its life. Further negotiations remain underway.
The first of two contracts in Bavaria started on 12 December 2021 and the second will commence in
December 2022. Following the successful mobilisation of the first contract, performance has been in line with
the Go-Ahead Directors’ expectations.
Mobilisation of the second contract in Bavaria remains underway ahead of its commencement in
December 2022. As previously indicated, there are inherent uncertainties and risks associated with the
mobilisation of this contract and in estimating the impact of key success factors including driver recruitment.
As part of Go-Ahead’s year-end procedures, the Go-Ahead Directors will be carefully reviewing the projections
of the second contract in Bavaria and assessing the requirement for any potential further provision.
As announced on 28 June 2022, a new agreement was reached between the Norwegian Railway Directorate and
Go-Ahead Norway A/S, regarding the structure of its rail contract. Under the original contract, which began in
December 2019, the revenue risk associated with changes in passenger demand rested with Go-Ahead. During
the COVID-19 pandemic, the Norwegian Government provided financial support to rail operators, preventing
material losses.
The amended contract takes effect from 1 July 2022 and runs for the duration of the original contract, until
December 2027 (plus a two-year extension option until December 2029). The contract provides a revenue
support scheme until the end of the contract. The amended contract also includes an incentive scheme linked to
revenue growth. As a result of these improved contractual arrangements, the Group expects to reduce
22
significantly the £66.2m onerous contract provision relating to its rail operation in Norway in its full year
results for the year ending 2 July 2022.
The Go-Ahead Directors expect the operating loss for the International Rail division for the 52 weeks ending
2 July 2022 to be within the range set out in the 2022 Go-Ahead Half Year Results of £15m–£20m.
Balance sheet and liquidity
The Go-Ahead Group has a strong balance sheet and maintains good liquidity. The Go-Ahead Directors
continue to expect FY22 adjusted net debt/EBITDA to be at the lower end of the 1.5 to 2.5 times range,
significantly below the 3.5 times bank covenant.
Financial information relating to Go-Ahead is set out in Part V (Financial and Ratings Information) of this
Document.
Overall performance
Overall, the Go-Ahead Directors expect to report a good performance for the 52 weeks ended 2 July 2022.
Certain statements in this section constitute profit estimates for the purposes of Rule 28 of the Code. Further
information on the profit estimates is set out in Part VI (Go-Ahead Profit Estimates).
9. DIVIDENDS
The Go-Ahead Directors have resolved to pay the Special Dividend, which is 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 of Go-Ahead 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) shall be entitled to receive the 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 Special Dividend will be paid not more than
14 days after the Effective Date and in the manner specified in paragraph 15.3 of Part II (Explanatory
Statement) of this Document.
If, on or after 13 June 2022 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 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. For further details, please refer to paragraph 2 of
Part II (Explanatory Statement) and paragraph 9 of Part B (Certain further terms of the Acquisition) of Part III
(Conditions to the Implementation of the Scheme and to the Acquisition).
10. ACTION TO BE TAKEN BY GO-AHEAD SHAREHOLDERS
Details of the approvals being sought at the Court Meeting and the General Meeting and the action to be taken
by Go-Ahead Shareholders and Scheme Shareholders in respect of the Acquisition and the Scheme are set out
in paragraph 19 of Part II (Explanatory Statement) of this Document.
Details relating to the cancellation of listing of the Go-Ahead Shares and settlement of the cash consideration
offered by Bidco are included in paragraphs 15 of Part II (Explanatory Statement) of this Document.
11. OVERSEAS SHAREHOLDERS
Overseas holders of Go-Ahead Shares should refer to Part VIII (Additional Information for Overseas
Shareholders) of this Document, which contains important information relevant to such holders.
12. UNITED KINGDOM TAXATION
Your attention is drawn to Part VII (United Kingdom Taxation) and Part VIII (Additional Information for
Overseas Shareholders) of this Document, which contain a summary of limited aspects of the UK tax treatment
of the Scheme. This summary relates only to the position of certain categories of Go-Ahead Shareholders (as
explained further in Part VII (United Kingdom Taxation) and Part VIII (Additional Information for Overseas
23
Shareholders) of this Document), does not constitute tax advice and does not purport to be a complete analysis
of all potential UK tax consequences of the Scheme.
You are strongly advised to contact an appropriate independent professional adviser immediately to discuss the
tax consequences of the Scheme on your particular circumstances, in particular if you are in any doubt about
your own taxation position or you are subject to taxation in a jurisdiction other than the United Kingdom.
13. POSSIBLE OFFER BY KELSIAN GROUP LIMITED
On 13 June 2022, Go-Ahead announced that it had received an unsolicited, conditional approach regarding a
possible cash offer for the entire issued, and to be issued, share capital of Go-Ahead from Kelsian Group
Limited (“Kelsian”).
The Panel will announce the deadline by which Kelsian must clarify its intentions in relation to Go-Ahead.
Go-Ahead Shareholders will be kept informed of development in respect of the Kelsian possible offer via
announcements through a Regulatory Information Service.
14. RECOMMENDATION
The Go-Ahead Directors, who have been so advised by Rothschild & Co as to the financial terms of the
Acquisition, consider the terms of the Acquisition 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 Acquisition are in the best interests of Go-Ahead
Shareholders as a whole. Accordingly, the Go-Ahead Directors unanimously recommend 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 the Latest
Practicable Date.
15. FURTHER INFORMATION
Your attention is drawn to further information contained in Part II (Explanatory Statement), Part III (Conditions
to the Implementation of the Scheme and to the Acquisition), Part IV (Scheme of Arrangement) and Part IX
(Additional Information on Go-Ahead and Bidco) of this Document which provides further details concerning
the Scheme.
You are advised to read the whole of this Document and the accompanying Forms of Proxy and not just
rely on the summary information contained in this letter or the Explanatory Statement.
Yours faithfully,
Clare Hollingsworth
Chair
The Go-Ahead Group plc
24
PART II
EXPLANATORY STATEMENT
(in compliance with Section 897 of the Companies Act)
11 July 2022
To the holders of Go-Ahead Shares and, for information only, to holders of Options under the Go-Ahead Share
Plans and persons with information rights.
Dear Shareholder,
RECOMMENDED CASH ACQUISITION OF GO-AHEAD GROUP PLC BY GERRARD
INVESTMENT BIDCO LIMITED
1. INTRODUCTION
On 13 June 2022, the boards of directors of Go-Ahead and Bidco announced that they had reached agreement
on the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to
be issued share capital of Go-Ahead. Bidco is a newly formed company indirectly owned by Kinetic and
Globalvia. The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act.
The Scheme requires, among other things, the approval of Scheme Shareholders at the Court Meeting and of
Go-Ahead Shareholders at the General Meeting as well as the sanction of the Court.
Your attention is drawn to the letter set out in Part I (Letter from the Chair of Go-Ahead) of this Document,
which forms part of this Explanatory Statement. The letter contains, among other things, (i) the Go-Ahead
Directors’ unanimous recommendation that Go-Ahead Shareholders vote in favour of the Scheme at the Court
Meeting and the Special Resolution proposed at the General Meeting; and (ii) information on the background
to, and reasons for giving the above recommendation.
The Go-Ahead Directors have been advised by Rothschild & Co in connection with the financial terms of the
Acquisition. We have been authorised by the Go-Ahead Directors to write to you on their behalf to explain the
terms of the Acquisition and, in particular, the Scheme and to provide you with other relevant information.
The Scheme is set out in full in Part IV (Scheme of Arrangement) of this Document. For overseas holders of
Go-Ahead Shares, your attention is drawn to Part VIII (Additional Information for Overseas Shareholders) of
this Document, which forms part of this Explanatory Statement.
Statements made or referred to in this letter regarding Bidco’s reasons for the Acquisition, information
concerning the business of Bidco, the financial effects of the Acquisition on Bidco and/or intentions or
expectations of or concerning Bidco reflect the views of the Bidco Directors, the Kinetic Responsible Persons
and the Globalvia Responsible Persons (whose names are set out in paragraphs 2.2, 2.3 and 2.4 of Part IX
(Additional Information on Go-Ahead and Bidco) of this Document).
Statements made or referred to in this letter regarding the background to and reasons for the recommendation
of the Go-Ahead Directors, information concerning the business of the Go-Ahead Group and/or intentions or
expectations of or concerning the Go-Ahead Group prior to completion of the Acquisition reflect the views of
the Go-Ahead Directors.
2. SUMMARY OF THE TERMS OF THE ACQUISITION AND THE SCHEME
Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part III
(Conditions to the Implementation of the Scheme and to the Acquisition) of this Document, Scheme
Shareholders at the Scheme Record Time will be entitled to receive 1,500 pence for each Go-Ahead Share
(the “Acquisition Value”), comprising, for each Go-Ahead Share:
1,450 pence in cash (the “Acquisition Price”)
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 “Special Dividend”)
25
The Acquisition values the entire issued and to be issued share capital of Go-Ahead at approximately
£647.7 million and the Acquisition Value represents a premium of approximately:
• 48.5 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 plc 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) (the “Undisturbed Closing Price”);
• 77.6 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 before the commencement of
the Offer Period); and
• 24.0 per cent. to the Closing Price per Go-Ahead Share of 1,210 pence on 10 June 2022 (being the
last Business Day before the commencement of the Offer Period).
The Acquisition Value implies an enterprise value of approximately 11.0x times Go-Ahead’s pre IFRS-16 EBIT
for the 52 weeks ended 1 January 2022.
The Acquisition Value represents a multiple of approximately 15.3x times Go-Ahead’s earnings per share for
the 52 weeks ended 1 January 2022. Excluding the 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 Consortium and the Go-Ahead Directors noted the general media speculation across the wider sector prior
to the publication of the 2.7 Announcement on 13 June 2022. Since the statement made by FirstGroup plc on
26 May 2022 regarding an unsolicited approach from I Squared Capital Advisors (UK) LLP and up to 13 June
2022, the share price of Go-Ahead rose by 19.8 per cent.
In addition to the Acquisition Price, Go-Ahead Shareholders on the register of members at the Scheme Record
Time will also be entitled to receive the Special Dividend.
If, on or after 13 June 2022 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 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. For further details, please refer to paragraph 2 of
Part II (Explanatory Statement) and paragraph 9 of Part B (Certain further terms of the Acquisition) of Part III
(Conditions to the Implementation of the Scheme and to the Acquisition) of this Document. Further information
about the Acquisition is provided in Part II (Explanatory Statement) of this Document.
3. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION
Information relating to the background to and reasons for the Go-Ahead Directors’ recommendation of the
Acquisition is set out in paragraph 3 of Part I (Letter from the Chair of Go-Ahead) of this Document.
Bidco has received irrevocable undertakings in support for the Acquisition from the Go-Ahead Directors who
hold Go-Ahead Shares in respect of their own beneficial holdings which are under their control, totalling, in
aggregate, of 2,584 Go-Ahead Shares, representing approximately 0.01 per cent. of the issued share capital of
Go-Ahead as at the Latest Practicable Date.
Further details of these irrevocable undertakings, including the circumstances in which they cease to be
binding, are set out in paragraph 5 of Part IX (Additional Information on Go-Ahead and Bidco) of this
Document. Copies of the irrevocable undertakings are available on Go-Ahead’s website at
https://www.go-ahead.com/investors and will remain on display until the end of the Offer Period.
4. INFORMATION RELATING TO GO-AHEAD
Go-Ahead is an international transport group, connecting local communities through bus and rail services. With
over 27,000 global colleagues, Go-Ahead serves bus and rail markets in the UK, Singapore, Ireland, Sweden,
Norway and Germany.
Go-Ahead operates a fleet of more than 6,000 buses across England and is responsible for a quarter of
London’s buses for Transport for London. Regionally, Go-Ahead serves high-density commuter markets in the
North East, Greater Manchester, East Yorkshire, Oxfordshire, East Anglia and both the South East & West of
England. International bus operations include Singapore, Ireland and Sweden.
26
Go-Ahead operates rail franchises in the UK, Germany and Norway. Within the United Kingdom, Go-Ahead
operates GTR, which comprises Southern, Gatwick Express, Great Northern and Thameslink. GTR is owned by
Go-Ahead’s 65 per cent. owned subsidiary Govia Ltd (which is 35 per cent. owned by Keolis (UK) Limited).
Internationally, Go-Ahead operates rail services in Germany and Norway.
For the 53 weeks ended 3 July 2021, Go-Ahead reported total revenue of £4,059 million and adjusted operating
profit of £116 million, before exceptional items of £104 million.
5. INFORMATION RELATING TO BIDCO AND THE CONSORTIUM
Bidco
Bidco is a limited company registered in England and Wales and incorporated on 24 May 2022. Bidco was
formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered
into any obligations other than in connection with the Acquisition. The equity share capital of Bidco is owned,
indirectly, by Kinetic (51%) and Globalvia (49%).
Kinetic
Founded over 44 years ago, Kinetic is the largest and fastest growing bus operator in Australia and New
Zealand, with close to 4,000 buses and 6,000 employees. By the end of 2022, Kinetic is expected to be the
region’s largest operator of electric buses, with over 200 electric buses in operation. Having led growth and
consolidation in the region over the last five years, Kinetic has established an Australasian platform across
70 depots, which now includes 35% of Melbourne’s bus network, over 40% of all bus operations throughout
Queensland, the largest privately owned and government contractor in Tasmania and urban services in all major
New Zealand cities (including Auckland, Christchurch, and, upon completion of the acquisition of NZ Bus,
Wellington).
The Kinetic platform also includes significant long-term government contracted school services throughout
New Zealand operated under the Go Bus brand, Skybus (which Kinetic considers to be Australasia’s best
known airport transit business) and Greyhound Resources (Australia’s largest resources bus operator). Kinetic
holds over 90 long-term contracts with state governments in Australia, including Victoria, Queensland,
Tasmania and New South Wales, and with all major councils in New Zealand and the New Zealand
government. Over 82% of Kinetic’s revenue is aligned to long-term government availability-based contracts.
Kinetic’s executive leadership team management has over 90 years of experience in the mass transit industry.
Kinetic was also recently awarded the largest urban bus contract in the region, the A$2.3 billion
(c. £1.2 billion) Melbourne Bus Franchise, further demonstrating the strength and scale of its platform.
An investment vehicle of OPTrust OPSEU Pension Plan Trust Fund (“OPTrust”) owns approximately 50% of
Kinetic. Through its interests in Kinetic and Globalvia (as described below), OPTrust has an indirect interest of
approximately 46% in the equity share capital of Bidco. With net assets of over C$25 billion, OPTrust invests
and manages one of Canada’s largest pension funds and administers, among other plans, the OPSEU Pension
Plan, a defined benefit plan with over 100,000 members. OPTrust is governed by a 10-member Board of
Trustees, five of whom are appointed by the Ontario Public Service Employees Union and five by the
Government of Ontario.
An investment vehicle of Infrastructure Capital Group, an Australia-based specialist infrastructure fund
manager with over A$3.5bn of equity funds under management, owns approximately 49% of Kinetic and,
consequently, has an indirect interest of approximately 25% in the equity share capital of Bidco.
Globalvia
Globalvia is a worldwide leader in the mobility industry that manages transport infrastructure concessions,
specialized in highways and railways. Globalvia is committed to developing the best transport systems
promoting sustainable mobility and contributing to the development of society, as well as generating a positive
impact for its users and communities close to the areas where its projects are located: Spain, the U.S., Ireland,
Portugal, Costa Rica, and Chile. With over 2,000 employees, Globalvia operates and maintains 26 projects,
including 1,800 km of highways and 80 km of rails and metro lines. Through its technology and innovation
platform Openvia, Globalvia not only invests in long-term infrastructure projects, but also develops mobility
solutions.
With international experience in infrastructure management, Globalvia is aiming to intensify its international
growth strategy for the medium and long term. Globalvia seeks to proactively reinforce its diversification and
international presence through being a reliable strategic partner for local administrators in promoting
27
sustainable mobility. Globalvia is committed to creating a digital and sustainable people-centred world in
collaboration with all stakeholders, offering travellers innovative solutions as ‘Mobility as a Service’ models
integrated with railways (such as Metro de Sevilla in Spain), mobile applications to improve the experience of
road users (such as the Slora app in the US, Costa Rica and Portugal) and digital corridors to enable the future
of connected and autonomous vehicles in the US, Portugal and Spain.
An investment vehicle of OPTrust owns approximately 40% of Globalvia. Through its interests in Kinetic (as
described above) and Globalvia, OPTrust has an indirect interest of approximately 46% in the equity share
capital of Bidco.
An investment vehicle managed by PGGM, a not-for-profit cooperative pension fund service provider based in
the Netherlands, owns approximately 41% of Globalvia and, consequently, has an indirect interest of
approximately 20% in the equity share capital of Bidco.
An investment vehicle of Universities Superannuation Scheme Limited (the corporate trustee of the Universities
Superannuation Scheme (“USS”)), USS being the principal pension scheme for universities and higher
education institutions in the UK, owns approximately 19% of Globalvia and, consequently, has an indirect
interest of approximately 9% in the equity share capital of Bidco.
6. FINANCIAL EFFECTS OF THE ACQUISITION ON BIDCO
Bidco has no material assets or liabilities other than those described in this Document in connection with its
incorporation and the Acquisition. With effect from the Effective Date, the earnings, assets and liabilities in the
consolidated Bidco accounts will comprise the consolidated earnings, assets and liabilities of the Go-Ahead
Group.
7. FINANCING OF THE ACQUISITION
Bidco is financing the Acquisition Price payable under the Acquisition through a combination of equity and
debt financing.
The equity financing is to be provided by the Consortium Members to Bidco as follows:
• Kinetic intends to fund its portion of the equity financing through funding drawn under the Kinetic
Facility Agreement; and
• Globalvia intends to fund its portion of the equity financing out of its existing cash resources.
In connection with the equity financing of Bidco, each of the Consortium Members (or a subsidiary
undertaking thereof) has entered into an Equity Commitment Letter addressed to Bidco.
The remaining funding is to be provided under the Bidco Facilities Agreement.
UBS, in its capacity as lead financial adviser to Bidco, is satisfied that sufficient cash resources are available to
satisfy in full the Acquisition Price payable to Go-Ahead Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition is included at paragraph 8 of Part IX (Additional
information on Go-Ahead and Bidco) of this Document.
8. GO-AHEAD SHARE PLANS AND OTHER INCENTIVE ARRANGEMENTS
Existing Go-Ahead Share Plans
Go-Ahead operates the Go-Ahead Share Plans to reward and retain its employees.
Participants in the Go-Ahead Share Plans will be contacted separately regarding the effect of the Scheme on
their rights under the Go-Ahead Share Plans and with the details of the arrangements applicable to them. A
summary of the effect of the Scheme on Options is set out below. In the event of any conflict between the
summary set out below and the rules of the relevant Go-Ahead Share Plan and/or the communications to
participants in the Go-Ahead Share Plans regarding the effect of the Scheme on their rights under the
Go-Ahead Share Plans, and the details of the arrangements applicable to them (the “Share Plan Notices”), the
rules of the relevant Go-Ahead Share Plan or the terms of the Share Plan Notices (as the case may be) will
prevail.
28
LTIP
Any outstanding Options granted under the LTIP which would not otherwise vest prior to the Court Sanction
Hearing Date will vest on the Court Sanction Hearing Date in accordance with the rules of the LTIP.
The extent to which unvested Options vest and become exercisable in connection with the Acquisition will be
determined by the Go-Ahead Remuneration Committee taking into account the extent to which performance
conditions (where applicable) have been satisfied. In respect of Options held by current employees, the
Go-Ahead Remuneration Committee also has discretion to determine whether to apply or disapply time
pro-rating. Any determination by the Go-Ahead Remuneration Committee shall be subject to the rules of the
LTIP and the Go-Ahead Remuneration Policy. The Go-Ahead Remuneration Committee shall make its
determinations on or shortly before the Court Sanction Hearing Date.
Unvested Options held by former employees have been time pro-rated to the date of termination of
employment.
The Go-Ahead Remuneration Committee has determined to exercise its discretion under the rules of the LTIP
to treat all Options which vest on the Court Sanction Hearing Date as immediately exercised and will settle the
exercise of those Options in cash, rather than Go-Ahead Shares, in an amount equal to the Acquisition Value
per Go-Ahead Share.
DSBP
Any outstanding Options granted under the DSBP which would not otherwise vest prior to the Court Sanction
Hearing Date will vest in full and become exercisable on the Court Sanction Hearing Date in accordance with
the rules of the DSBP and the applicable grant documentation.
The Go-Ahead Remuneration Committee has determined to exercise its discretion under the rules of the DSBP
to treat all Options which vest on the Court Sanction Hearing Date as immediately exercised and will settle the
exercise of those Options in cash, rather than Go-Ahead Shares, in an amount equal to the Acquisition Value
per Go-Ahead Share.
SIP
The acquisition of “Partnership Shares” under the SIP may continue until the last reasonably practicable normal
purchase date before the date of the Court Order.
Go-Ahead Shares held in the SIP trust on behalf of the SIP participants will participate in the Scheme and shall
receive the Special Dividend on the same terms as for other Go-Ahead Shareholders.
Go-Ahead Employee Trust
Go-Ahead Shares held by the trustee of the EBT will be subject to the Scheme and the trustee will receive the
Acquisition Price. The trustee has waived its rights to dividends on Go-Ahead Shares and so will not receive
the amount of the Special Dividend. Any proceeds received by the trustee will be used to settle outstanding
administration costs of the EBT with the remaining amount being repayable to Go-Ahead under loan
arrangements entered into between Go-Ahead and the trustee of the EBT.
9. SPECIAL DIVIDEND
The Go-Ahead Directors have resolved to pay the Special Dividend, which is 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 of Go-Ahead 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) shall be entitled to receive the 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 Special Dividend will be paid not more than
14 days after the Effective Date and in the manner specified in paragraph 15.3 of Part II (Explanatory
Statement) of this Document.
29
10. THE GO-AHEAD DIRECTORS AND THE EFFECT OF THE SCHEME ON THEIR INTERESTS
Details of the interests of the Go-Ahead Directors in the issued share capital of Go-Ahead and Options in
respect of such share capital, are set out in Part IX (Additional Information on Go-Ahead and Bidco) of this
Document. Scheme Shares held by the Go-Ahead Directors at the Scheme Record Time will be subject to the
Scheme.
The Go-Ahead Directors who hold Go-Ahead Shares have irrevocably undertaken to vote in favour of the
Scheme at the Court Meeting and the Special Resolution proposed at the General Meeting (and, if the
Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Bidco in
accordance with the terms of the irrevocable undertakings) in respect of those Go-Ahead Shares that they hold
and in respect of which they control the voting rights. These irrevocable undertakings also extend to any shares
acquired by the Go-Ahead Directors as a result of the exercise of Options under the Go-Ahead Share Plans.
Further details of these irrevocable undertakings, including the circumstances in which they cease to be
binding, are set out in paragraph 5 of in Part IX (Additional Information on Go-Ahead and Bidco) of this
Document.
Particulars of the service agreements (including termination provisions) and letters of appointment of the
Go-Ahead Directors are set out in paragraph 6 of Part IX (Additional Information on Go-Ahead and Bidco) of
this Document.
Bidco intends to seek to retain the current Chair, Chief Executive and senior management team of Go-Ahead.
The non-executive directors of Go-Ahead (other than the Chair) are expected to step down from the Go-Ahead
Group upon completion of the Acquisition. It is expected that the current Chief Financial Officer of Go-Ahead
will remain with the business for a transitional period of up to 18 months following the completion of the
Acquisition.
Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation
arrangements with members of Go-Ahead’s management, but intends to put in place incentive arrangements for
certain members of the Go-Ahead management team following completion of the Acquisition.
In common with the other participants in the Go-Ahead Share Plans, the Go-Ahead Directors who are holders
of Options under those schemes will be treated as set out in paragraph 8 of this Part II (Explanatory Statement).
Save as set out above, the effect of the Scheme on the interests of Go-Ahead Directors does not differ from its
effect on the like interests of any other Go-Ahead Shareholder.
11. DESCRIPTION OF THE SCHEME AND THE MEETINGS
11.1 The Scheme
The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement between
Go-Ahead and Scheme Shareholders who are on the register of members of Go-Ahead at the Scheme
Record Time under Part 26 of the Companies Act, although Bidco reserves the right to implement the
Acquisition by means of a Takeover Offer (subject to Panel consent and the terms of the Co-operation
Agreement). The procedure requires approval by Scheme Shareholders at the Court Meeting and by Go-
Ahead Shareholders at the General Meeting, and sanction of the Scheme by the Court. The Scheme is set
out in full in Part IV (Scheme of Arrangement) of this Document.
The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be
issued share capital of Go-Ahead. This is to be achieved by transferring the Scheme Shares held by
Scheme Shareholders as at the Scheme Record Time to Bidco in consideration for which the Go-Ahead
Shareholders shall receive the consideration on the basis set out in paragraph 2 of this Part II (Explanatory
Statement). The transfer to Bidco of the Go-Ahead Shares will result in Go-Ahead becoming a wholly
owned subsidiary of Bidco. Any Go-Ahead Shares held by or on behalf of the Bidco Group are excluded
from the Scheme.
11.2 Go-Ahead Meetings
The Scheme will require the approval of Scheme Shareholders at the Court Meeting and Go-Ahead
Shareholders at the separate General Meeting, both of which will be held on 8 August 2022 at Herbert
Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG. The Court Meeting is being
held with the permission of the Court to seek the approval of Scheme Shareholders for the Scheme. The
General Meeting is being convened to seek the approval of Go-Ahead Shareholders to enable the Go-
30
Ahead Directors to implement the Scheme and to amend the Articles of Association as described in
paragraph 11.3 below.
Notices of both the Court Meeting and the General Meeting are set out in Part XI (Notice of Court
Meeting) and Part XII (Notice of General Meeting) of this Document. Entitlement to attend and vote at
these meetings and the number of votes which may be cast thereat will be determined by reference to the
register of members of Go-Ahead at the Voting Record Time.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to
Scheme Shareholders and Go-Ahead Shareholders before the Meetings, through Go-Ahead’s website at
https://www.go-ahead.com/investors and by announcement through a Regulatory Information Service.
Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders holding Scheme
Shares at the Scheme Record Time, irrespective of whether or not they attended or voted in favour
of, or against, the Scheme at the Court Meeting or in favour of, or against, or abstained from voting
on the Special Resolution at the General Meeting.
Any Go-Ahead Shares which Bidco may acquire prior to the Court Meeting or the General Meeting (and
any Go-Ahead Shares which any member of the Bidco Group (or its nominees) holds at the date of the
Court Meeting or General Meeting) are not Scheme Shares and therefore no member of the Bidco Group
(or their nominees) is entitled to vote at the Court Meeting in respect of the Go-Ahead Shares held or
acquired by it. Each such member of the Wider Bidco Group will undertake to be bound by the Scheme.
(A) Court Meeting
The Court Meeting has been convened with the permission of the Court for 10.00 a.m. on 8 August
2022 for Scheme Shareholders on the register of members of Go-Ahead as at the Voting Record Time
to consider and, if thought fit, approve the Scheme.
At the Court Meeting, voting will be by poll and each Scheme Shareholder present in person or by
proxy will be entitled to one vote for each Scheme Share held as at the Voting Record Time. The
approval required at the Court Meeting is a majority in number of those Scheme Shareholders present
and voting (and entitled to vote) in person or by proxy, representing 75 per cent. or more in value of
the Scheme Shares voted by such Scheme Shareholders.
It is important that, for the Court Meeting, 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. Whether
or not you intend to attend and/or vote at the Meetings, you are therefore strongly encouraged
to: (i) sign and return your Forms of Proxy by post; or (ii) transmit a proxy appointment and
voting instruction online via Equiniti’s online facility or through the CREST and Proxymity
electronic proxy appointment service as soon as possible.
The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or
voting instruction online, through CREST, Proxymity 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.
If the BLUE Form of Proxy for the Court Meeting is not lodged by 10.00 a.m. on 4 August 2022, it
may be: (i) scanned and emailed to Equiniti at the following email
will be present at the Court Meeting, at any time prior to the commencement of the Court Meeting
(or any adjournment thereof). In the case of the General Meeting, if the YELLOW Form of Proxy for
the General Meeting is not lodged by 10.15 a.m. on 4 August 2022 (by post or transmission of a
proxy appointment or voting instruction online, through CREST or via Equiniti’s online facility), it
will be invalid.
(B) General Meeting
In addition, the General Meeting has been convened for the same date (to be held at 10.15 a.m. or
immediately after the Court Meeting) to consider and, if thought fit, pass the Special Resolution to:
(i) authorise the Go-Ahead Directors to take all such actions as they may consider necessary or
appropriate for carrying the Scheme into effect; and
(ii) amend the Articles of Association in the manner described below.
31
Voting at the General Meeting will be by poll and each Go-Ahead Shareholder present in person or
by proxy will be entitled to one vote for each Go-Ahead Share held as at the Voting Record Time.
The approval required for the Special Resolution to be passed is at least 75 per cent. of the votes cast
on such resolution (in person or by proxy).
Go-Ahead will announce the details of the votes at each Meeting as required under the Code through
a Regulatory Information Service as soon as practicable after the conclusion of the Meetings and, in
any event, by no later than 8:00 a.m. on the Business Day following the Meetings.
(C) Court Sanction Hearing
Under the Companies Act, the Scheme requires the sanction of the Court. The hearing by the Court to
sanction the Scheme is currently expected to be held within 21 days of the satisfaction (or, where
applicable, waiver) of the Conditions set out in this Document and, in any event, prior to the Long
Stop Date.
The Scheme shall lapse if:
(i) the Court Meeting and the General Meeting are not held on or before 30 August 2022 (or
such later date as may be agreed between Bidco and Go-Ahead);
(ii) the Court Sanction Hearing is not held by the 22nd day after the expected date of such
hearing (or such later date as may be agreed between Bidco and Go-Ahead); or
(iii) the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later
date as may be agreed between Bidco and Go-Ahead and the Panel and the Court may
allow),
provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the
Court Sanction Hearing as set out above may be waived by Bidco, and the deadline for the Scheme to
become effective may be extended by agreement between Bidco and Go-Ahead (with the Panel’s
consent and as the Court may approve (if such approval(s) is/are required)).
Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance
with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is
presently expected to occur two Business Days after the date of the Court Sanction Hearing, subject
to satisfaction (or, where applicable, waiver) of the Conditions.
Go-Ahead and/or Bidco will make an announcement through a Regulatory Information Service as
soon as practicable following the Scheme becoming Effective.
Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders holding
Scheme Shares at the Scheme Record Time, irrespective of whether or not they attended or
voted in favour of, or against, the Scheme at the Court Meeting or in favour of, or against, or
abstained from voting on the Special Resolution at the General Meeting.
If the Scheme does not become Effective by the Long Stop Date or such later date, if any, as may be
agreed in writing by Bidco and Go-Ahead (with the Panel’s consent and as the Court may approve (if
such approval(s) is/are required)), the Scheme will never become Effective.
11.3 Amendments to the Articles of Association
It is proposed, in the Special Resolution, to amend Go-Ahead’s Articles of Association to ensure that any
Go-Ahead Shares issued or transferred out of treasury between the time at which the Special Resolution is
passed and the Scheme Record Time will be subject to the Scheme. It is also proposed to amend Go-
Ahead’s Articles of Association so that any Go-Ahead Shares issued or transferred out of treasury to any
person other than Bidco or its nominee(s) at or after the Scheme Record Time will be automatically
acquired by Bidco on the same terms as under the Scheme (other than terms as to timing and formalities
and save as in respect of the Special Dividend). This will avoid any person (other than Bidco or its
nominee(s)) being left with Go-Ahead Shares after the Scheme becomes Effective.
The Special Resolution is set out in the notice of General Meeting in Part XII (Notice of General Meeting)
of this Document and seeks the approval of Go-Ahead Shareholders for such amendments.
32
11.4 Entitlement to vote at the Meetings
Each Go-Ahead Shareholder who is entered in Go-Ahead’s register of members at the Voting Record Time
(expected to be 6:30 p.m. on 4 August 2022) will be entitled to attend and vote (in person or by proxy) on
all resolutions to be put to the General Meeting and Court Meeting respectively. If either Meeting is
adjourned, only those Go-Ahead Shareholders on the register of members at 6:30 p.m. on the day which is
two Business Days before the adjourned meeting will be entitled to attend in person and vote (in person or
by proxy). Each eligible Go-Ahead Shareholder is entitled to appoint a proxy or proxies to attend and, on
a poll, to vote instead of him or her. A proxy need not be a Go-Ahead Shareholder.
The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or
voting instruction online, through CREST, Proxymity 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) and voting at the Court Meeting or the General Meeting, if you are entitled to and wish to
do so.
If you are in any doubt as to whether or not you are permitted to vote at the Meetings (in person or by
proxy), please call Go-Ahead’s registrars, Equiniti, between 8:30 a.m. and 5:30 p.m. (London time)
Monday to Friday (except public holidays in England and Wales) on 0333 207 6524 from within the UK
or on +44 333 207 6524 if 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.
Further information on the actions to be taken is set out in paragraph 19 of this Part II (Explanatory
Statement).
11.5 Modifications to the Scheme
The Scheme contains a provision for Go-Ahead and Bidco jointly to consent (on behalf of all persons
concerned) to any modification of, or addition to, the Scheme or to any condition which the Court may
approve or impose. The Court would be unlikely to approve or impose any modification of, or addition or
condition to, the Scheme which might be material to the interests of Scheme Shareholders unless Scheme
Shareholders were informed of any such modification, addition or condition. It would be for the Court to
decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in those
circumstances for the purpose of approving any such modification, addition or condition.
12. CONDITIONS TO THE ACQUISITION
The Acquisition and, accordingly, the Scheme is subject to a number of conditions set out in full in Part III
(Conditions to the Implementation of the Scheme and to the Acquisition) of this Document, including (among
others):
(i) approval of the Scheme at the Court Meeting by a majority in number of the Scheme Shareholders
present and voting (and entitled to vote), in person or by proxy, representing 75 per cent. or more in
value of the Scheme Shares voted by those Scheme Shareholders (or the relevant class thereof);
(ii) approval of the Special Resolution necessary to implement the Scheme proposed at the General
Meeting by Go-Ahead Shareholders representing at least 75 per cent. of the votes cast at the General
Meeting (in person or by proxy);
(iii) certain antitrust, foreign investment, regulatory approvals and clearances having been obtained,
including: (a) satisfaction of merger control conditions in the EU, Germany and Ireland; and (b) the
receipt of foreign investment clearance in Germany, as listed in Part III (Conditions to the
Implementation of the Scheme and to the Acquisition);
(iv) the sanction of the Scheme by the Court (with or without modification but subject to any
modification being on terms acceptable to Go-Ahead and Bidco); and
(v) a copy of the Court Order being delivered for registration to the Registrar of Companies.
Other matters relevant to the Conditions
The Scheme will require approval by Scheme Shareholders at the Court Meeting and Go-Ahead Shareholders at
the General Meeting and the sanction of the Court at the Court Sanction Hearing. The Meetings and the nature
33
of the approvals required to be given at them are described in more detail in paragraph 11 of this Part II
(Explanatory Statement) of this Document. All Go-Ahead Shareholders are entitled to attend the Court Sanction
Hearing in person or by proxy to support or oppose the sanctioning of the Scheme.
The Scheme can become Effective only if all Conditions to the Scheme, including shareholder approvals and
the sanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). The
Scheme will become Effective upon a copy of the Court Order being delivered to the Registrar of Companies.
This is expected to occur in October 2022. Unless the Scheme becomes Effective by the Long Stop Date or
such later date, if any, as may be agreed in writing by Bidco and Go-Ahead (with the Panel’s consent and as
the Court may approve (if such approval(s) are required)) the Scheme will not become Effective and the
Acquisition will not proceed.
If any of Conditions 2.1(ii), 2.2(ii), and 2.3(ii) set out in Part III (Conditions to the Implementation of the
Scheme and to the Acquisition) of this Document are not satisfied by the relevant deadline specified therein,
Bidco shall make an announcement through a Regulatory Information Service by 8.00 a.m. (London time) on
the Business Day following the deadline so specified confirming whether, subject to paragraph 3 of Part B
(Certain further terms of the Acquisition) of Part III (Conditions to the Implementation of the Scheme and to
the Acquisition) of this Document, Bidco has invoked the relevant Condition, (where applicable) waived the
relevant deadline or, with the agreement of Go-Ahead (with the Panel’s consent and as the Court may approve
(if such consent(s) or approval(s) is/are required)), specified a new date by which that Condition must be
satisfied.
The Bidco Facilities Agreement contains various terms and conditions relating to the Acquisition, including
that Bidco may not waive or amend any term or condition set out in this Document where to do so would be
materially adverse to the interests of the lenders under the Bidco Facilities Agreement (taken as a whole),
except where required by the Code, the Panel or the Court or any applicable law, regulation or regulatory body.
The Kinetic Facility Agreement contains various terms and conditions relating to the Acquisition, including that
Bidco may not waive or amend any term or condition set out in this Document where to do so would be
materially adverse to the interests of the lenders under the Kinetic Facility Agreement (taken as a whole),
except where required by the Code, the Panel or the Court or any applicable law, regulation or regulatory body.
Implementation by way of a Takeover Offer
Subject to obtaining the consent of the Panel and the terms of the Co-operation Agreement, Bidco reserves the
right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such
event, the Takeover Offer shall be implemented on the same terms, so far as applicable, and subject to the
terms of the Cooperation Agreement, as those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) the inclusion of an acceptance condition set (subject to the
Co-operation Agreement) at a level permitted by the Panel. In the event that the Acquisition is implemented by
way of a Takeover Offer, the acceptance condition shall not be capable of being satisfied until all of the other
conditions to the Takeover Offer have either been satisfied or (if capable of waiver) waived.
If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared
unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) make a request to the
FCA to cancel the listing of the Go-Ahead Shares from the Official List; (ii) make a request to the London
Stock Exchange to cancel trading in Go-Ahead Shares on its market for listed securities; and (iii) exercise its
rights, if available, to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Go-Ahead Shares in respect of which the Takeover Offer has not been accepted.
13. OFFER-RELATED ARRANGEMENTS
Confidentiality Agreement
The Consortium Members (or subsidiary undertakings thereof) and Go-Ahead entered into a confidentiality
agreement dated 12 May 2022 (the “Confidentiality Agreement”) pursuant to which each of the Consortium
Members (or subsidiary undertakings thereof) and Go-Ahead have undertaken to (i) keep confidential
information relating to, inter alia, the Acquisition and the other parties and not to disclose it to third parties
(other than to certain permitted parties) unless required by law or regulation; and (ii) use the confidential
information only in connection with the Acquisition.
These confidentiality obligations shall remain in force for a period of 24 months from the date of the
Confidentiality Agreement or until completion of the Acquisition, if earlier. The Consortium Members (or
34
subsidiary undertakings thereof) also agreed to certain standstill undertakings, all of which ceased to apply on
13 June 2022.
This agreement also includes customary non-solicitation obligations on the Consortium Members (or subsidiary
undertakings thereof), Go-Ahead and their affiliates.
Co-operation Agreement
Go-Ahead and Bidco have entered into a Co-operation Agreement dated 13 June 2022 (the “Co-operation
Agreement”), pursuant to which Bidco and Go-Ahead have agreed: (i) to co-operate and provide each other
with reasonable information, assistance and access in relation to the filings, submissions and notifications to be
made in relation to regulatory clearances and authorisations that are required in connection with the
Acquisition; (ii) to provide each other with reasonable information, assistance and access for the preparation of
certain parts of the key shareholder documentation; and (iii) to certain provisions if the Scheme should switch
to a Takeover Offer.
The Co-operation Agreement records the intention of Bidco and Go-Ahead to implement the Acquisition by
way of the Scheme, subject to Bidco’s right to switch to a Takeover Offer in certain circumstances.
The Co-operation Agreement may be terminated with immediate effect in the following circumstances, among
others:
• if Go-Ahead and Bidco so agree in writing;
• upon notice by Bidco to Go-Ahead if: (i) a competing proposal is recommended by the Go-Ahead
Directors; (ii) a competing proposal completes, becomes effective or becomes, or is, declared,
unconditional in all respects; or (iii) the Go-Ahead Directors cease to recommend the Acquisition to
Go-Ahead Shareholders (in certain circumstances as described therein); and
• upon notice by Go-Ahead to Bidco or by Bidco to Go-Ahead if: (i) prior to the Long Stop Date, a
Condition has been invoked by Bidco where permitted by the Panel; (ii) a third party announces a
firm intention to make an offer or revised offer which completes, becomes effective or is declared or
becomes unconditional; (iii) the Acquisition is withdrawn, terminated or lapses in accordance with its
terms prior to the Long Stop Date and, where required, with consent of the Panel (except in certain
circumstances prescribed therein); (iv) the Scheme is not approved by the requisite majority of
holders of Go-Ahead Shares at the Court Meeting or by Go-Ahead Shareholders at the General
Meeting, or the Court definitively refuses to sanction the Scheme; or (v) unless otherwise agreed by
Bidco and Go-Ahead in writing or required by the Panel, if the Effective Date has not occurred by
the Long Stop Date.
The Co-operation Agreement also contains provisions that will apply in respect of the Go-Ahead Share Plans.
Joint Defence Agreement
Bidco, Go-Ahead and their respective external legal counsels have entered into a Confidentiality and Joint
Defence Agreement dated 16 June 2022 (the “Joint Defence Agreement”), the purpose of which is to ensure
that the exchange and/or disclosure of certain materials relating to the parties for the purposes of making
competition and regulatory filings only takes place between their respective external legal counsels and external
experts, and therefore (i) that such information relating to Go-Ahead will not be deemed to have been received
directly by Bidco for the purposes of Rule 21.3 of the Code and Practice Statement 30 issued by the Panel and
so would only need to be provided on a similar basis (external counsel / external expert only) to another
offeror; and (ii) that such sharing does not diminish in any way the confidentiality of such materials and does
not result in a waiver of privilege, right or immunity that might otherwise be available.
14. CANCELLATION OF LISTING OF GO-AHEAD SHARES
The last day of dealings in, and registration of transfers of, Go-Ahead Shares on the London Stock Exchange is
expected to be the Business Day immediately after the Court Sanction Hearing and no transfers shall be
registered after 6:00 p.m. on that date, following which Go-Ahead Shares will be suspended from the Official
List and from the London Stock Exchange’s Main Market for listed securities from 7:30 a.m. on the next
Business Day thereafter.
It is intended that, prior to the Effective Date, applications will be made to the London Stock Exchange for
Go-Ahead Shares to cease to be admitted to trading on its main market for listed securities, and to the FCA for
the listing of Go-Ahead Shares on the Official List to be cancelled, in each case to take effect on or shortly
35
following the Effective Date. On the Effective Date, entitlements to Scheme Shares held within CREST will be
cancelled, and share certificates in respect of Scheme Shares held in certificated form will cease to be valid
documents of title and should be destroyed or, at the request of Go-Ahead, delivered up to Go-Ahead, or to any
person appointed by Go-Ahead to receive the same.
It is also proposed that Go-Ahead shall be re-registered as a private limited company and for this to take effect
as soon as practicable following the Effective Date.
15. SETTLEMENT
Subject to the Acquisition becoming Effective (and except as provided in Part VIII (Additional Information for
Overseas Shareholders) of this Document in relation to certain overseas Go-Ahead Shareholders), settlement of
the Acquisition Price and payment of the Special Dividend to which any Go-Ahead Shareholder on the register
of members as at the Scheme Record Time is entitled under the Scheme will be effected not later than 14 days
after the Effective Date in the following manner:
15.1 Acquisition Price where Go-Ahead Shares are held in uncertificated form (that is, in CREST)
Where, at the Scheme Record Time, a Scheme Shareholder holds Go-Ahead Shares in uncertificated form,
the cash consideration to which such Scheme Shareholder is entitled will be transferred to such person
through CREST by Bidco instructing or procuring the instruction of Euroclear to create an assured
payment obligation in favour of the appropriate CREST account through which the Scheme Shareholder
holds such uncertificated Go-Ahead Shares in respect of the cash consideration due to him not later than
the 14th day following the Effective Date.
As from the Effective Date, each holding of Go-Ahead Shares credited to any stock account in CREST
will be disabled and all Go-Ahead Shares will be removed from CREST in due course.
Subject to the terms of the Scheme, Bidco reserves the right to pay all, or any part of, the cash
consideration referred to above to all or any Scheme Shareholder(s) who hold Go-Ahead Shares in
uncertificated form in the manner referred to in sub-paragraph 15.2 below if, for reasons outside its
reasonable control, it is not able to effect settlement in accordance with this paragraph 15.1 or to do so
would incur material additional costs.
15.2 Acquisition Price where Go-Ahead Shares are held in certificated form
Where, at the Scheme Record Time, a Scheme Shareholder holds Go-Ahead Shares in certificated form,
settlement of the cash consideration due under the Scheme in respect of the Scheme Shares will be
despatched:
(i) if the relevant Scheme Shareholder has set up a standing electronic payment mandate with the
Company’s registrar for the purpose of receiving dividend payments, such payment is made by
way of an electronic payment to the account indicated in such standard electronic payment
mandate; or
(ii) by first class post, by cheque drawn on a branch of a UK clearing bank; or
(iii) by such other method as may be approved by the Panel.
All cheque payments will be made in sterling and drawn on a United Kingdom clearing bank. Payments
made by cheque will be payable to the Scheme Shareholder(s) concerned and the encashment of any such
cheque shall be a complete discharge of Bidco’s obligation under the Scheme to pay the monies
represented thereby. Bidco shall despatch or procure the despatch of cheques within 14 days of the
Effective Date to the person entitled thereto at the address as appearing in the register of members of Go-
Ahead at the Scheme Record Time or in accordance with any special standing instructions regarding
communications (except that, in the case of joint holders, Bidco reserves the right to make such cheques
payable to the joint holder whose name stands first in the register of members of the Company in respect
of such holding at the Scheme Record Time). None of Go-Ahead, Bidco, any nominee(s) of Go-Ahead or
Bidco, or any of their respective agents shall be responsible for any loss or delay in the transmission of
cheques sent in this way, and such cheques shall be sent at the risk of the person or persons entitled
thereto.
If any Scheme Shareholders have not encashed their cheques within six months of the Effective Date,
Bidco and Go-Ahead shall procure that the cash consideration due to such Scheme Shareholders under the
Scheme shall be held by the Registrar in a designated UK bank account for a period of at least 12 years
36
from the Effective Date solely for the purpose of satisfying payment obligations under the Scheme, and
such Scheme Shareholders may claim the consideration due to them by written notice to the Company or
the Registrar in a form and with such evidence which the Company determines evidences their entitlement
to such consideration at any time during the period of 12 years from the Effective Date.
Payments made by electronic payment shall be made within 14 days of the Effective Date, and shall be
paid to the Scheme Shareholder concerned using the account details indicated in the standing electronic
payment mandate set up by such Scheme Shareholder with Go-Ahead’s registrars, Equiniti. The transfer of
such amount by way of electronic transfer shall be a complete discharge of Bidco’s obligations under the
Scheme to pay the monies represented thereby.
15.3 Payment of the Special Dividend where Go-Ahead Shares are held in (i) uncertificated form (that is,
in CREST) or (ii) certificated form
Where, at the Scheme Record Time, a Scheme Shareholder holds Go-Ahead Shares in uncertificated form
or in certificated form, payment of the Special Dividend in respect of the Scheme Shares will be settled by
Go-Ahead:
(i) if the relevant Scheme Shareholder has set up a standing electronic payment mandate with the
Company’s registrar for the purpose of receiving dividend payments, such payment is made by
way of an electronic payment to the account indicated in such standard electronic payment
mandate; or
(ii) by first class post, by cheque drawn on a branch of a UK clearing bank; or
(iii) by such other method as may be approved by the Panel.
Payments made by electronic payment shall be made within 14 days of the Effective Date, and shall be
paid to the Scheme Shareholder concerned using the account details indicated in the standing electronic
payment mandate set up by such Scheme Shareholder with Go-Ahead’s registrars, Equiniti. The transfer of
such amount by way of electronic transfer shall be a complete discharge of Bidco’s obligations under the
Scheme to pay the monies represented thereby.
All cheque payments will be made in sterling and drawn on a United Kingdom clearing bank. Payments
made by cheque will be payable to the Scheme Shareholder(s) concerned and the encashment of any such
cheque shall be a complete discharge of Bidco’s obligation under the Scheme to pay the monies
represented thereby. Bidco shall despatch or procure the despatch of cheques within 14 days of the
Effective Date to the person entitled thereto at the address as appearing in the register of members of Go-
Ahead at the Scheme Record Time or in accordance with any special standing instructions regarding
communications (except that, in the case of joint holders, Bidco reserves the right to make such cheques
payable to the joint holder whose name stands first in the register of members of the Company in respect
of such holding at the Scheme Record Time). None of Go-Ahead, Bidco, any nominee(s) of Go-Ahead or
Bidco, or any of their respective agents shall be responsible for any loss or delay in the transmission of
cheques sent in this way, and such cheques shall be sent at the risk of the person or persons entitled
thereto.
If any Scheme Shareholders have not encashed their cheques within six months of the Effective Date,
Bidco and Go-Ahead shall procure that the Special Dividend due to such Scheme Shareholders under the
Scheme shall be held by the Registrar in a designated UK bank account for a period of at least 12 years
from the Effective Date solely for the purpose of satisfying payment obligations under the Scheme, and
such Scheme Shareholders may claim the consideration due to them by written notice to the Company or
the Registrar in a form and with such evidence which the Company determines evidences their entitlement
to such consideration at any time during the period of 12 years from the Effective Date.
15.4 Go-Ahead Share Plans
A summary of the effect of the Scheme on the Go-Ahead Share Plans is set out in paragraph 8 above of
this Part II (Explanatory Statement) of this Document. The cash payment due to participants as detailed in
paragraph 8 of Part II (Explanatory Statement) of this document will be settled by Go-Ahead through
payroll subject to the deduction of the applicable income taxes and social security (or similar)
contributions. Payment will be made as soon as reasonably practicable following the later of the Effective
Date and that date on which any conditions to payment have been met.
37
15.5 General
All documents and remittances sent to Go-Ahead Shareholders will be sent at the risk of the person(s)
entitled thereto.
On the Effective Date each certificate representing a holding of Scheme Shares will cease to be a valid
document of title and should be destroyed or, at the request of Go-Ahead, delivered up to Go-Ahead, or to
any person appointed by Go-Ahead to receive the same.
In accordance with the Scheme, as from the Effective Date, Go-Ahead shall procure that each holding of
Scheme Shares credited to any stock account in CREST shall be disabled. With effect from, or as soon as
practicable after, the Effective Date, Go-Ahead shall procure that Euroclear is instructed to cancel or
transfer the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form. Following
cancellation of the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form, Go-
Ahead shall procure (if necessary) that such entitlements to Scheme Shares are dematerialised.
Subject to the completion of the relevant forms of transfer or other instruments or instructions of transfer
as may be required in accordance with the Scheme and the payment of any UK stamp duty thereon, Go-
Ahead shall make or procure to be made, the appropriate entries in its register of members to reflect the
transfer of the Scheme Shares to Bidco and/or its nominee(s).
Except with the consent of the Panel, settlement of the consideration to which any Go-Ahead Shareholder
is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free
of any lien, right of set-off, counterclaim or other analogous right to which Bidco might otherwise be, or
claim to be, entitled against such Go-Ahead Shareholder.
All mandates and other instructions given to Go-Ahead by Scheme Shareholders in force at the Scheme
Record Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.
15.6 Dividends
Please refer to paragraph 2 of this Part II (Explanatory Statement) for further information on dividends.
16. OVERSEAS SHAREHOLDERS
Overseas shareholders of Go-Ahead Shares should refer to Part VIII (Additional Information for Overseas
Shareholders) of this Document, which contains important information relevant to such holders.
17. UNITED KINGDOM TAXATION
Your attention is drawn to Part VII (United Kingdom Taxation) and Part VIII (Additional Information for
Overseas Shareholders) of this Document, which contain a summary of limited aspects of the UK tax treatment
of the Scheme. This summary relates only to the position of certain categories of Go-Ahead Shareholders (as
explained further in Part VII (United Kingdom Taxation) and Part VIII (Additional Information for Overseas
Shareholders)), does not constitute tax advice and does not purport to be a complete analysis of all potential
UK tax consequences of the Scheme.
You are strongly advised to contact an appropriate independent professional adviser immediately to discuss the
tax consequences of the Scheme on your particular circumstances, in particular if you are in any doubt about
your own taxation position or you are subject to taxation in a jurisdiction other than the United Kingdom.
18. FURTHER INFORMATION
The terms of the Scheme are set out in full in Part IV (Scheme of Arrangement) of this Document. Further
information regarding Go-Ahead and Bidco is set out in Part IX (Additional Information on Go-Ahead and
Bidco) of this Document. Documents published and available for inspection are listed in paragraph 16 of
Part IX (Additional Information on Go-Ahead and Bidco) of this Document.
19. ACTIONS TO BE TAKEN
Sending Forms of Proxy by post
Go-Ahead Shareholders will receive a BLUE Form of Proxy for the Court Meeting and a YELLOW Form of
Proxy for the General Meeting. Whether or not you intend to attend these Meetings, please complete and sign
the Forms of Proxy in accordance with the instructions printed on them and return them to Equiniti, the
Go-Ahead’s registrars, by post to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA,
38
United Kingdom, during business hours, so as to be received as soon as possible and in any event not later than
the relevant times set out below:
BLUE Forms of Proxy for the Court Meeting . . . . . . . . . . . . . . . . . . . 10.00 a.m. on 4 August 2022
YELLOW Forms of Proxy for the General Meeting . . . . . . . . . . . . . . . . 10.15 a.m. on 4 August 2022
or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received not later than
48 hours (excluding any part of such 48 hour period falling on a day that is not a working day) before the time
fixed for the adjourned Meeting.
What if I miss the deadline mentioned above?
• If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may
(ii) presented in person to the Equiniti representative who will be present at the Court Meeting, at any
time prior to the commencement of the Court Meeting (or any adjournment thereof).
• However, if the YELLOW Form of Proxy for the General Meeting is not lodged by the relevant time,
it will be invalid.
Online appointment of proxies
As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed
electronically via Equiniti’s online facility by logging on to the following website: www.sharevote.co.uk and
following the instructions therein. Alternatively, if you have already registered with Equiniti’s online portfolio
service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. You will need your Username/
ID and Password to log in to the portal. Once you have accessed this click ‘View’ on the ‘My Investments’ page
and then click on the link to vote. Full instructions are given on both websites.
For an electronic proxy appointment to be valid, the appointment must be received by Equiniti not later than
48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time fixed for the
relevant Meeting or any adjournment thereof.
What if I miss the deadline mentioned above?
• In the case of the Court Meeting only, if the electronic proxy appointment is not received by this
time, the BLUE Form of Proxy may be: (i) scanned and emailed to Equiniti at the following email
be present at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any
adjournment thereof).
• In the case of the General Meeting only, if the electronic proxy appointment is not received by this
time, it will be invalid.
Electronic appointment of proxies through CREST and Proxymity
If you hold Go-Ahead Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for
the Court Meeting or the General Meeting (or any adjourned Meeting) using the CREST electronic proxy
appointment service, you may do so by using the procedures described in the CREST Manual. Please also refer
to the accompanying notes to the notices of the Meetings set out in Part XI (Notice of Court Meeting) and
Part XII (Notice of General Meeting) of this Document. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed any voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the CREST Proxy
Instruction must be properly authenticated in accordance with the specifications of Euroclear and must contain
the information required for such instructions as described in the CREST Manual. The message (regardless of
whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously
appointed proxy) must, in order to be valid, be transmitted so as to be received by Equiniti (ID: RA19) not
later than 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time
fixed for the relevant Meeting or any adjournment thereof. For this purpose, the time of receipt will be taken to
be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from
which Equiniti are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
39
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by, in the case of
the Court Meeting, 10.00 a.m. and in the case of the General Meeting, 10.15 a.m. on 4 August 2022 in order to
be considered valid. Before you can appoint a proxy via this process you will need to have agreed to
Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound
by them and they will govern the electronic appointment of your proxy.
What if I miss the deadline mentioned above?
• In the case of the Court Meeting only, if the CREST proxy or instruction is not received by this time,
the BLUE Form of Proxy may be: (i) scanned and emailed to Equiniti at the following email
be present at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any
adjournment thereof).
• In the case of the General Meeting only, if the CREST proxy or instruction is not received by this
time, it will be invalid.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that
Euroclear does not make available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST
sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. For further information on the logistics of
submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
Go-Ahead may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the CREST Regulations.
Attendance at the Meetings
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. Whether or
not you intend to attend and/or vote at the Meetings (in person or by proxy), you are therefore strongly
encouraged to: (i) sign and return your Forms of Proxy by post; or (ii) transmit a proxy appointment
and voting instruction online via Equiniti’s online facility or through the CREST electronic proxy
appointment service, as soon as possible.
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.
Shareholder Helpline
If you have any questions about this Document, the Court Meeting or the General Meeting, or are in any doubt
as to how to complete the Forms of Proxy or to submit your proxies electronically or online, please contact the
Go-Ahead’s registrars, 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.
Yours faithfully,
John Deans
For and on behalf of N.M. Rothschild & Sons Limited
40
PART III
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1 The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the
Code, by no later than 11.59 p.m. on the Long Stop Date.
2 The Scheme shall be subject to the following conditions:
2.1 (i) its approval by a majority in number of the Scheme Shareholders who are present and vote,
whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in
value of the Scheme Shares voted by those Scheme Shareholders; and
(ii) such Court Meeting being held on or before 30 August 2022 (or such later date as may be
agreed by Bidco and Go-Ahead and, if required, the Court may allow);
2.2 (i) the resolutions required to implement the Scheme being duly passed by Go-Ahead Shareholders
representing 75 per cent. or more of votes cast at the General Meeting; and
(ii) such General Meeting being held on or before 30 August 2022 (or such later date as may be
agreed by Bidco and Go-Ahead and, if required, the Court may allow);
2.3 (i) the sanction of the Scheme by the Court (with or without modification but subject to any
modification being on terms acceptable to Go-Ahead and Bidco) and the delivery of a copy of
the Court Order to the Registrar of Companies; and
(ii) the Court Sanction Hearing being held on or before the 22nd day after the expected date of such
Court Sanction Hearing (or such later date as may be agreed by Bidco and Go-Ahead and, if
required, the Court may allow);
3 In addition, subject as stated in Part B (Certain further terms of the Acquisition) below and to the
requirements of the Panel, the Acquisition shall be conditional upon the following Conditions and,
accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions
(as amended if appropriate) have been satisfied or, where relevant, waived:
European Union (Merger control)
(a) to the extent that the Acquisition constitutes a concentration with an European Union dimension falling
within the scope of Council Regulation (EC) 139/2004 (as amended) (the “Regulation”):
(i) the European Commission taking a decision (or being deemed to have taken a decision under
Article 10(6) of the Regulation) under Articles 6(1)(b) or 6(2) of the Regulation declaring the
Acquisition compatible with the internal market; or
(ii) the European Commission taking a decision (or being deemed to have taken a decision) to refer the
whole or part of the Acquisition to the competent authorities of one or more EU Member States under
Articles 4(4) or 9(3) of the Regulation; and (A) each such authority taking a decision with equivalent
effect to that referred to in Condition 3 (a) (i) with respect to those parts of the Acquisition referred
to it; and (B) the European Commission taking any of the decisions referred to in Condition 3
(a) (i) above with respect to any part of the Acquisition retained by it;
Germany (Merger control)
(b) to the extent that the Acquisition does not constitute a concentration with a European Union dimension
falling within the scope of the Regulation, either:
(i) The German Federal Cartel Office (the “Bundeskartellamt”) notifying the parties within one month
of receipt of the complete notification of the Acquisition that the conditions for a prohibition under
Section 36(1) of the German Act Against Restrictions of Competition (“GWB”) are not satisfied; or
(ii) the Bundeskartellamt not informing the parties within one month from the receipt of the complete
notification of the Acquisition that it has opened an in-depth investigation (Hauptprüfverfahren)
(Section 40 (1) GWB); or
(iii) the Bundeskartellamt, having entered into in-depth investigations pursuant to Section 40(1) and
(2) GWB, clearing the notified Acquisition by a formal decision (Verfügung) and, in case of a
41
conditional decision (Verfügung), the conditions and/or pre-conditions (Bedingungen und/oder
Auflagen) being satisfied to the extent necessary for consummation under German law; or
(iv) the Bundeskartellamt, having entered into in-depth investigations pursuant to Section 40 (1) and
(2) GWB, not prohibiting the Acquisition by decision (i) within five months of receipt of the
complete notification; or (ii) within six months of receipt of the complete notification, if one
participating undertaking has submitted remedies pursuant to Section 40(2)(7) and
Section 40(3) GWB; or (iii) if the parties have agreed to an extension of the deadline pursuant to
Section 40(2) Sentence 4 no.1 GWB, until the date agreed upon by the parties; or
(v) the Bundeskartellamt declaring in writing that it has no jurisdiction over the Acquisition;
Germany (FDI)
(c) following notification to the German Ministry of Economics and Energy (Bundesministerium für
Wirtschaft und Energie—“BMWi”), either:
(i) the Acquisition having been cleared or otherwise approved (including a certificate of non-objection)
by the BMWi under the current or amended provisions of the German Foreign Trade and Payments
Act (Außenwirtschaftsgesetz—“AWG”) and the Foreign Trade and Payments Ordinance
(Außenwirtschaftsverordnung—“AWV”) as applicable to the Acquisition; or
(ii) the applicable review periods having expired or elapsed without the BMWi having delivered a
decision under the current or amended provisions of the AWG and the AWV; or
(iii) the BMWi having declared in writing that the Acquisition does not fall within the scope of the
German foreign investment regime stipulated in the AWG and AWV;
Ireland
(d) to the extent that the Acquisition does not constitute a concentration with a European Union dimension
falling within the scope of the Regulation, the required notification pursuant to section 18(1) of the
Competition Act 2002 (as amended) (the “Irish Competition Act”) having been made, and one of the
following events having occurred:
(i) the Competition and Consumer Protection Commission (“CCPC”) having informed the parties that it
has determined, pursuant to Section 21(2)(a) of the Irish Competition Act that the Acquisition may be
put into effect, either unconditionally or subject to conditions, and the CCPC’s determination has not
expired;
(ii) the period specified in Section 21(2) of the Irish Competition Act, including, if applicable, any period
of extension pursuant to Section 21(4) of the Irish Competition Act, having elapsed without the
CCPC having informed the parties of the determination (if any) it has made under Section 21(2) of
the Irish Competition Act in relation to the Acquisition;
(iii) following the carrying out by the CCPC of a full investigation, the CCPC having made a
determination that the Acquisition may be put into effect either without conditions in accordance with
Section 22(3)(a) of the Irish Competition Act or subject to conditions pursuant to Section 22(3)(c) of
the Irish Competition Act and, in each case, the CCPC’s determination has not expired; or
(iv) the period specified in section 19(1)(d) of the Irish Competition Act having elapsed without the
CCPC having made a determination under Section 22(3) of the Irish Competition Act in relation to
the Acquisition. For the purposes of this paragraph, where section 22(4B) of the Competition Act
applies, references to ‘120 working days’ shall be replaced with ‘135 working days’;
Notifications, waiting periods and Authorisations
(e) other than in relation to the matters referred to in Conditions 3(a) to (d) (inclusive), all material
notifications, filings or applications which are necessary having been made in connection with the
Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and
all statutory and regulatory obligations in any jurisdiction having been complied with in each case in
respect of the Acquisition and all Authorisations necessary in any jurisdiction for or in respect of the
Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the
proposed acquisition of any shares or other securities in, or control or management of, Go-Ahead or any
42
other member of the Wider Go-Ahead Group by the Wider Bidco Group having been obtained in terms
and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to
the generality of the foregoing) from any person or bodies with whom any member of the Wider Go-
Ahead Group or the Wider Bidco Group has entered into contractual arrangements and all such
Authorisations necessary to carry on the business of any member of the Wider Go-Ahead Group in any
jurisdiction having been obtained, in each case where the direct consequence of a failure to make such
notification or filing or to wait for the expiry, lapse or termination of any such waiting period or other time
period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant
jurisdiction and all such Authorisations remaining in full force and effect at the time at which the
Acquisition becomes otherwise unconditional and there being no notice or intimation of an intention to
revoke, suspend, restrict, modify or not to renew such Authorisations;
General antitrust and regulatory
(f) other than in relation to the matters referred to in Conditions 3(a) to (d) (inclusive), no antitrust regulator
or Third Party having given notice of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done anything, or having enacted, made or
proposed any statute, regulation, decision, order or change to published practice (and in each case, not
having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or
order which would reasonably be expected to:
(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such
divestiture by any member of the Wider Bidco Group or by any member of the Wider Go-Ahead
Group of all or any material part of its businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or
manage any of their assets or properties (or any part thereof), in each case, which is material in the
context of the Wider Bidco Group or the Wider Go-Ahead Group, in either case taken as a whole;
(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider
Bidco Group or the Wider Go-Ahead Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider Go-Ahead Group or any asset owned by
any Third Party (other than in the implementation of the Acquisition);
(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the
Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Go-Ahead or on the ability of any member of the
Wider Go-Ahead Group or any member of the Wider Bidco Group directly or indirectly to hold or
exercise effectively all or any rights of ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over, any member of the Wider Go-
Ahead Group;
(iv) otherwise materially adversely affect any or all of the business, assets, profits or prospects of any
member of the Wider Go-Ahead Group or any member of the Wider Bidco Group;
(v) result in any member of the Wider Go-Ahead Group or any member of the Wider Bidco Group
ceasing to be able to carry on business under any name under which it presently carries on business
where such cessation would be materially adverse to and material in the context of the Wider Go-
Ahead Group or the Wider Bidco Group, in each case taken as a whole;
(vi) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or
other securities in, or control or management of, Go-Ahead by any member of the Wider Bidco
Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a
material extent or otherwise materially interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise materially challenge, impede,
interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition
of any shares or other securities in, or control or management of, Go-Ahead by any member of the
Wider Bidco Group;
(vii) require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any
shares or other securities (or the equivalent) in any member of the Wider Go-Ahead Group or any
43
member of the Wider Bidco Group which is materially adverse to and material in the context of the
Wider Go-Ahead Group or the Wider Bidco Group, in each case taken as a whole; or
(viii) impose any material limitation on the ability of any member of the Wider Bidco Group of any
member of the Wider Go-Ahead Group to conduct, integrate or co-ordinate all or any part of its
business with all or any part of the business of any other member of the Wider Bidco Group and/or
the Wider Go-Ahead Group which is materially adverse to and material in the context of the Wider
Go-Ahead Group or the Wider Bidco Group, in each case taken as a whole,
and all applicable waiting and other time periods (including any extensions thereof) during which any such
antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any
jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Go-Ahead
Shares or otherwise intervene having expired, lapsed or been terminated in each case, where the direct
consequence of a failure to wait for the expiry, lapse or termination of such waiting or time period would
be unlawful in any jurisdiction;
Certain matters arising as a result of any arrangement, agreement, etc.
(g) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise,
permit or other instrument to which any member of the Wider Go-Ahead Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled or be subject or any event or
circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by
any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Go-Ahead
or because of a change in the control or management of any member of the Wider Go-Ahead Group or
otherwise, would reasonably be expect to result in any of the following to an extent which is material and
adverse in the context of the Wider Go-Ahead Group or the Wider Bidco Group, in either case taken as a
whole:
(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available
to, any member of the Wider Go-Ahead Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the
ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) save in the ordinary and usual course of business, the creation or enforcement of any mortgage,
charge or other security interest over the whole or any part of the business, property or assets of any
member of the Wider Go-Ahead Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being
terminated or the rights, liabilities, obligations or interests of any member of the Wider Go-Ahead
Group being adversely modified or adversely affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;
(iv) any liability of any member of the Wider Go-Ahead Group to make any severance, termination,
bonus or other payment to any of its directors, or other officers;
(v) the rights, liabilities, obligations, interests or business of any member of the Wider Go-Ahead Group
or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit,
lease or instrument or the interests or business of any member of the Wider Go-Ahead Group or any
member of the Wider Bidco Group in or with any other person or body or firm or company (or any
arrangement or arrangement relating to any such interests or business) being or becoming capable of
being terminated, or adversely modified or affected or any onerous obligation or liability arising or
any adverse action being taken thereunder;
(vi) any member of the Wider Go-Ahead Group ceasing to be able to carry on business under any name
under which it presently carries on business;
(vii) the value of, or the financial or trading position or prospects of, any member of the Wider Go-Ahead
Group being prejudiced or adversely affected; or
(viii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Go-
Ahead Group other than trade creditors or other liabilities incurred in the ordinary course of
business,
44
and no event having occurred which, under any provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the Wider Go-Ahead Group is a party or by
or to which any such member or any of its assets are bound, entitled or subject, would result in any of the
events or circumstances as are referred to in Conditions 3(g) (i) to (viii);
Certain events occurring since 3 July 2021
(h) except as Disclosed, no member of the Wider Go-Ahead Group having since 3 July 2021:
(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose
the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the
transfer or sale of Go-Ahead Shares out of treasury (except, where relevant, as between Go-Ahead
and wholly-owned subsidiaries of Go-Ahead or between the wholly-owned subsidiaries of Go-Ahead
and except for the issue or transfer out of treasury of Go-Ahead Shares on the exercise of Options in
the ordinary course under the Go-Ahead Share Plans);
(ii) except for the Special Dividend, recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise)
other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or
made by any wholly-owned subsidiary of Go-Ahead to Go-Ahead or any of its wholly-owned
subsidiaries;
(iii) other than pursuant to the Acquisition (and except for transactions between Go-Ahead and its wholly-
owned subsidiaries or between the wholly-owned subsidiaries of Go-Ahead and transactions in the
ordinary course of business) implemented, effected, authorised or proposed or announced its intention
to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation,
scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent
thereof) in any undertaking or undertakings in any such case to an extent which is material in the
context of the Wider Go-Ahead Group taken as a whole;
(iv) except for transactions between Go-Ahead and its wholly-owned subsidiaries or between the wholly-
owned subsidiaries of Go-Ahead and except for transactions in the ordinary course of business
disposed of, or transferred, mortgaged or created any security interest over any material asset or any
right, title or interest in any material asset or authorised, proposed or announced any intention to
do so;
(v) (except for transactions between Go-Ahead and its wholly-owned subsidiaries or between the wholly-
owned subsidiaries of Go-Ahead) issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the terms of any debentures or become
subject to any contingent liability or incurred or increased any indebtedness, in each case which is
material in the context of the Wider Go-Ahead Group as a whole;
(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any
material contract, arrangement, agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual
or onerous nature or magnitude or which is or which involves or could involve an obligation of a
nature or magnitude which is reasonably likely to be materially restrictive on the business of any
member of the Wider Go-Ahead Group which, taken together with any other such material
transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider
Go-Ahead Group as a whole;
(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter
into or vary to a material extent the terms of any contract, service agreement, commitment or
arrangement with any director or, except for salary increases, bonuses or variations of terms in the
ordinary course, senior executive of any member of the Wider Go-Ahead Group;
(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or
other benefit relating to the employment or termination of employment of any employee of the
Wider Go-Ahead Group, other than as contemplated in the Co-operation Agreement and which are
material in the context of the Wider Go-Ahead Group taken as a whole;
45
(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its
own shares or other securities or reduced or, except in respect of the matters mentioned in sub-
paragraph (i) above, made any other change to any part of its share capital;
(x) except in the ordinary course of business, waived, compromised or settled any claim which is
material in the context of the Wider Go-Ahead Group as a whole;
(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider
Go-Ahead Group and any other person in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position of the Wider Go-Ahead Group taken as a
whole;
(xii) (except as disclosed on publicly available registers) made any material alteration to its memorandum
or articles of association or other incorporation documents;
(xiii) except in relation to changes made or agreed as a result of, or arising from, changes to legislation,
made or agreed or consented to any significant change to:
(a) the terms of the trust deeds and rules constituting the pension scheme(s) established by any
member of the Wider Go-Ahead Group for its directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the
pensions which are payable, thereunder;
(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are
calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such pension schemes are funded,
valued, made, agreed or consented to;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with
one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or
having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its business;
(xv) (other than in respect of a member of the Wider Go-Ahead Group which is dormant and was solvent
at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer
of all or any material part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such
person appointed;
(xvi) (except for transactions between Go-Ahead and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries), made, authorised, proposed or announced an intention to propose any
change in its loan capital;
(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing
arrangement, partnership or merger of business or corporate entities;
(xviii) on or after 13 June 2022 and other than with the consent of the Consortium and (if required) the
Panel, having taken (or agreed or proposed to take) any action which requires or would require, the
approval of Go-Ahead Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Code; or
(xix) entered into any agreement, arrangement, commitment or contract or passed any resolution or made
any offer (which remains open for acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events referred to in this Condition 3(h);
No adverse change, litigation, regulatory enquiry or similar
(i) except as Disclosed, since 3 July 2021 there having been:
(i) no adverse change and no circumstance having arisen which would reasonably be expected to result
in any adverse change in, the business, assets, financial or trading position or profits or prospects or
46
operational performance of any member of the Wider Go-Ahead Group which is material in the
context of the Wider Go-Ahead Group;
(ii) other than as a result of or in connection with the Acquisition, no litigation, arbitration proceedings,
prosecution or other legal proceedings having been threatened, announced or instituted by or against
or remaining outstanding against or in respect of, any member of the Wider Go-Ahead Group or to
which any member of the Wider Go-Ahead Group is or may become a party (whether as claimant,
defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by,
against or in respect of, any member of the Wider Go-Ahead Group, in each case which would
reasonably be expected to have a material adverse effect on the Wider Go-Ahead Group taken as a
whole;
(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in
respect of any member of the Wider Go-Ahead Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of any member of the Wider Go-Ahead
Group, in each case which might reasonably be expected to have a material adverse effect on the
Wider Go-Ahead Group taken as a whole;
(iv) no contingent or other liability having arisen or become apparent to Bidco or increased other than in
the ordinary course of business which would reasonably be expected to affect adversely the business,
assets, financial or trading position or profits or prospects of any member of the Wider Go-Ahead
Group to an extent which is material in the context of the Wider Go-Ahead Group taken as a
whole; and
(v) no steps having been taken and no omissions having been made which are reasonably likely to result
in the withdrawal, cancellation, termination or modification of any licence held by any member of the
Wider Go-Ahead Group which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which might reasonably be expected to have
a material adverse effect on the Wider Go-Ahead Group taken as a whole;
No discovery of certain matters regarding information, liabilities and environmental issues
(j) save as Disclosed, Bidco not having discovered that:
(i) any financial, business or other information concerning the Wider Go-Ahead Group publicly
announced prior to 13 June 2022 or disclosed at any time to any member of the Wider Bidco Group
by or on behalf of any member of the Wider Go-Ahead Group prior to 13 June 2022 is misleading,
contains a material misrepresentation of any fact, or omits to state a fact necessary to make that
information not misleading, in any such case which is material and adverse in the context of the
Wider Go-Ahead Group taken as a whole;
(ii) any member of the Wider Go-Ahead Group or any partnership, company or other entity in which any
member of the Wider Go-Ahead Group has a significant economic interest and which is not a
subsidiary undertaking of Go-Ahead is, otherwise than in the ordinary course of business, subject to
any liability, contingent or otherwise and which is material in the context of the Wider Go-Ahead
Group taken as a whole;
(iii) any past or present member of the Wider Go-Ahead Group has not complied in any material respect
with all applicable legislation, regulations or other requirements of any jurisdiction or any
Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release,
leak or emission of any waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or otherwise relating to
environmental matters or the health and safety of humans, which non-compliance would be likely to
give rise to any material liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Go-Ahead Group and which is material in the
context of the Wider Go-Ahead Group taken as a whole;
(iv) there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the
migration, production, supply, treatment, storage, transport or use of any waste or hazardous
substance or any substance likely to impair the environment (including any property) or harm human
or animal health which (whether or not giving rise to non-compliance with any law or regulation),
would be likely to give rise to any material liability (whether actual or contingent) on the part of any
member of the Wider Go-Ahead Group and which is material in the context of the Wider Go-Ahead
Group taken as a whole;
47
(v) there is or is reasonably likely to be any material obligation or liability (whether actual or contingent)
or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any
controlled waters currently or previously owned, occupied, operated or made use of or controlled by
any past or present member of the Wider Go-Ahead Group (or on its behalf), or in which any such
member may have or previously have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice, circular, Authorisation or order of any
Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or
indemnify any person in relation thereto and which is material in the context of the Wider Go-Ahead
Group taken as a whole; or
(vi) circumstances exist (whether as a result of making the Acquisition or otherwise) which would be
reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Go-
Ahead Group would be likely to be required to institute), an environment audit or take any steps
which would in any such case be reasonably likely to result in any actual or contingent liability to
improve or install new plant or equipment or to make good, repair, reinstate or clean up any property
of any description or any asset now or previously owned, occupied or made use of by any past or
present member of the Wider Go-Ahead Group (or on its behalf) or by any person for which a
member of the Wider Go-Ahead Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest, which is material in the context of
the Wider Go-Ahead Group taken as a whole;
Anti-corruption
(vii) any member of the Wider Go-Ahead Group or any person that performs or has performed services for
or on behalf of any such company is or has engaged in any activity, practice or conduct which would
constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption
legislation; or
(viii) any member of the Wider Go-Ahead Group has engaged in any transaction which would cause any
member of the Wider Bidco Group to be in breach of applicable law or regulation upon completion
of the Acquisition, including the economic sanctions of the United States Office of Foreign Assets
Control or HM Treasury & Customs, or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States or the European Union or any of its
member states, save that this shall not apply if and to the extent that it is or would be unenforceable
by reason of breach of any applicable Blocking Law; or
No criminal property
(ix) any asset of any member of the Wider Go-Ahead Group constitutes criminal property as defined by
section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).
Part B: Certain further terms of the Acquisition
1 Subject to the requirements of the Panel, Bidco reserves the right, in its sole discretion, to waive, in whole
or in part, all or any of the Conditions set out in Part A (Conditions to the Scheme and the Acquisition) of
this Part III (Conditions to the Implementation of the Scheme and to the Acquisition) above, except
Conditions 2.1(i), 2.2(i), and 2.3(i), which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii), and
2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Bidco shall make an
announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has
invoked the relevant Condition, waived the relevant deadlines, or agreed with Go-Ahead to extend the
relevant deadline.
2 If Bidco is required by the Panel to make an offer for Go-Ahead Shares under the provisions of Rule 9 of
the Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as
are necessary to comply with the provisions of that Rule.
3 Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied
or to treat as fulfilled any of the Conditions in Part A (Conditions to the Scheme and the Acquisition) of
this Part III (Conditions to the Implementation of the Scheme and to the Acquisition) above that are
capable of waiver by a date earlier than the latest date for the fulfilment of that Condition notwithstanding
that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such Conditions may not be capable
of fulfilment.
48
4 Under Rule 13.5(a) of the Code and subject to paragraph 5 below, Bidco may only invoke a Condition so
as to cause the Acquisition not to proceed, to lapse, or to be withdrawn with the consent of the Panel. The
Panel shall normally only give its consent if the circumstances which give rise to the right to invoke the
Condition are of material significance to Bidco in the context of the Acquisition. This shall be judged by
reference to the facts of each case at the time that the relevant circumstances arise.
5 Condition 1, Conditions 2.1, 2.2, and 2.3 in Part A (Conditions to the Scheme and the Acquisition) of this
Part III (Conditions to the Implementation of the Scheme and to the Acquisition) above, and, if applicable,
any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject
to Rule 13.5(a) of the Code.
6 Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.
7 The Go-Ahead Shares acquired under the Acquisition shall be acquired fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and
interests of any nature and together with all rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to receive and retain in full all dividends and
other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of
share capital or share premium account or otherwise) made on or after the Effective Date, save for the
Special Dividend.
8 If, on or after 13 June 2022 and prior to or on the Effective Date, save for the Special Dividend, any
dividend, distribution or other return of value is declared, paid or made, or becomes payable by Go-Ahead,
or the Special Dividend exceeds 50 pence per Go-Ahead Share, Bidco reserves the right (without prejudice
to any right of Bidco, with the consent of the Panel, to invoke Condition 3(h)(ii) of Part III (Conditions to
the Implementation of the Scheme and to the Acquisition) above) 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 or excess. In such circumstances, Go-Ahead
Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared,
made, or paid.
If on or after 13 June 2022, and to the extent that any such dividend, distribution or other return of value
(other than, or in excess of, the Special Dividend) has been declared, paid, or made, or becomes payable
by Go-Ahead on or prior to the Effective Date and Bidco exercises its rights under this paragraph 8 to
reduce the Acquisition Price payable under the terms of the Acquisition, any reference in this Document to
the Acquisition Price payable under the terms of the Acquisition shall be deemed to be a reference to the
Acquisition Price as so reduced.
If and to the extent that such a dividend, distribution, or other return of value has been declared or
announced, but not paid or made, or is not payable by reference to a record date on or prior to the
Effective Date and is or shall be (i) transferred pursuant to the Acquisition on a basis which entitles Bidco
to receive the dividend, distribution, or other return of value and to retain it; or (ii) cancelled, the
Acquisition Price payable under the terms of the Acquisition shall not be subject to change in accordance
with this paragraph 8.
Bidco also reserves the right to reduce the Acquisition Price payable under the Acquisition in such
circumstances as are, and by such amount as is, permitted by the Panel.
Any exercise by Bidco of its rights referred to in this paragraph 8 shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the
Acquisition.
9 Bidco reserves the right to elect (with the consent of the Panel, and subject to the terms of the
Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for the Go-Ahead
Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the
same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which
would apply to the Scheme, subject to appropriate amendments, including (without limitation) an
acceptance condition set (subject to the terms of the Co-operation Agreement) at a level permitted by the
Panel.
10 The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
49
11 The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by
any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state
or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.
12 The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction of the
courts of England and Wales and to the Conditions and further terms set out in this Part III (Conditions to
the Implementation of the Scheme and to the Acquisition). The Acquisition shall be subject to the
applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.
13 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to
any other Condition.
50
PART IV
SCHEME OF ARRANGEMENT
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMPANIES COURT (ChD)
CR-2022-001823
IN THE MATTER OF THE GO-AHEAD GROUP PLC
and
IN THE MATTER OF THE COMPANIES ACT 2006
SCHEME OF ARRANGEMENT
(under Part 26 of the Companies Act 2006)
between
THE GO-AHEAD GROUP PLC
and
THE HOLDERS OF THE SCHEME SHARES
(as hereinafter defined)
PRELIMINARY
(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the
following meanings:
“Acquisition” the proposed acquisition by Bidco of the entire issued, and to be issued, share capital of
Go-Ahead (other than any Excluded Shares) to be effected by means of this Scheme and, where the
context admits, any subsequent revision, variation, extension or renewal thereof;
“Acquisition Price” the cash consideration payable to Scheme Shareholders pursuant to Clause 2 of this
Scheme;
“Bidco” Gerrard Investment Bidco Limited, a newly formed company indirectly owned by Kinetic and
Globalvia;
“Bidco Group” Bidco and its subsidiaries and subsidiary undertakings from time to time;
“Business Day” a day (other than Saturdays, Sundays and public holidays in England) on which banks are
open for business in London;
“certificated form” or “in certificated form” a share or other security which is not in uncertificated form
(that is, not in CREST);
“Companies Act” the Companies Act 2006, as amended from time to time;
“Conditions” the conditions to the Acquisition and to the implementation of this Scheme as set out in
Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Document;
“Court” the High Court of Justice in England and Wales;
“Court Meeting” the meeting of Scheme Shareholders (and any adjournment, postponement or
reconvening thereof) convened pursuant to an order of the Court pursuant to section 896 of the Companies
Act for the purpose of considering and, if thought fit, approving (with or without modification) this
Scheme;
“Court Order” the order of the Court sanctioning this Scheme under section 899 of the Companies Act;
“CREST” the relevant system (as defined in the Uncertificated Securities Regulations 2001
(SI 2001/3755) (including as it forms part of the domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018) in respect of which Euroclear is the Operator (as defined in said
Regulations);
51
“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it
forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2019), as amended from time to time (including by means of the Uncertificated Securities
(amendment and EU Exit) Regulations 2019 (SI 2019/679));
“Document” the circular to the Go-Ahead Shareholders published by the Company on 11 July 2022 in
connection with this Scheme;
“DSBP” the Go-Ahead Deferred Share Plan, as amended from time to time;
“Effective Date” the date on which this Scheme becomes effective in accordance with its terms;
“Euroclear” Euroclear UK & International Limited;
“Excluded Shares” any Go-Ahead Shares which are:
(a) registered in the name of or beneficially owned by:
(i) Bidco and/or any member of the Bidco Group; and/or
(ii) any nominee of the foregoing; or
(b) held in treasury,
in each case, at any relevant date or time;
“Globalvia” Globalvia Inversiones S.A.U.;
“Go-Ahead” or “Company” The Go-Ahead Group plc, a public limited company incorporated in England
and Wales, with its registered address at 3rd Floor, 41-51 Grey Street, Newcastle Upon Tyne, NE1 6EE;
“Go-Ahead Shares” ordinary shares of 10 pence each in the capital of Go-Ahead;
“Go-Ahead Share Plans” the LTIP, the DSBP, and the SIP;
“Go-Ahead Shareholders” the holders of Go-Ahead Shares from time to time;
“holder” a registered holder and includes any person(s) entitled by transmission;
“Kinetic” Kinetic TCo Pty Ltd;
“Latest Practicable Date” close of business on 7 July 2022, being the latest practicable date before
publication of the Document;
“LTIP” the Go-Ahead Long Term Incentive Plan 2015, as amended from time to time;
“Panel” The Panel on Takeovers and Mergers of the United Kingdom, or its successor to it;
“Scheme” this scheme of arrangement in its present form or with or subject to any modification, addition
or condition approved or imposed by the Court and agreed by Go-Ahead;
“Scheme Record Time” 6.00 p.m. on the Business Day immediately after the date on which the Court
makes the Court Order (or such other date and/or time as Bidco and Go-Ahead may agree);
“Scheme Shareholders” holders of Scheme Shares and a “Scheme Shareholder” shall mean any one of
those Scheme Shareholders;
“Scheme Shares” the Go-Ahead Shares:
(a) in issue at the date of publication of the Document;
(b) (if any) issued after the date of publication of the Document and prior to the Voting Record
Time; and
(c) (if any) issued at or after the Voting Record Time and prior to the Scheme Record Time in respect of
which the original or any subsequent holder thereof shall be bound by this Scheme or shall by such
time have agreed in writing to be bound by this Scheme,
in each case (where the context requires), remaining in issue at the Scheme Record Time but excluding
any Excluded Shares;
“SIP” the Go-Ahead Share Incentive Plan, as amended from time to time;
52
“Special Dividend” a special dividend of 50 pence for each Go-Ahead Share held at the Scheme Record
Time to be declared by the Go-Ahead Directors in lieu of a final dividend for the year ending 2 July 2022;
“subsidiary undertaking” has the meaning given in section 1162 of the Companies Act;
“Code” the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time;
“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;
“uncertificated” or “in uncertificated form” a share or other security recorded on the relevant register as
being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may
be transferred by means of CREST; and
“Voting Record Time” 6:30 p.m. on the day which is two Business Days prior to the date of the Court
Meeting or, if the Court Meeting is adjourned, 6.30 p.m. on the day which is two Business Days before
such adjourned Court Meeting.
(B) In this Scheme, (i) all references to times of day are to London time; (ii) all references to “£”, “GBP”,
“Pounds Sterling”, “pence” and “p” are to the lawful currency of the United Kingdom; and (iii) all
references to clauses and sub-clauses are to clauses and sub-clauses of this Scheme.
(C) As at the Latest Practicable Date, the issued ordinary share capital of Go-Ahead was £4,707,962 divided
into 47,079,620 ordinary shares of 10 pence each (excluding ordinary shares held in treasury), all of which
are credited as fully paid up. The Company holds 3,902,230 ordinary shares of 10 pence each in treasury.
(D) Bidco was incorporated on 24 May 2022 under the laws of England and Wales as a private company
limited by shares for the purpose of carrying out the Acquisition.
(E) As at the Latest Practicable Date, neither Bidco nor any member of the Bidco Group, is the registered
holder of, or has any beneficial shareholding in, Go-Ahead Shares.
(F) Bidco has agreed, subject to the satisfaction or (where applicable) waiver of the Conditions (other than
Condition 2.3 set out set out in Part III (Conditions to the Implementation of the Scheme and to the
Acquisition) set out in this Document), to appear by Counsel at the hearing to sanction this Scheme and to
undertake to the Court to be bound by the provisions of this Scheme in so far as it relates to Bidco and to
execute and do or procure to be executed and done all such documents, acts and things as may be
necessary or desirable to be executed or done by it to give effect to this Scheme.
THE SCHEME
1. TRANSFER OF SCHEME SHARES
(A) Upon and with effect from the Effective Date, Bidco (and/or its nominee(s)) shall acquire all the Scheme
Shares fully paid up, with full title guarantee, free from all liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party rights or interests of any nature whatsoever, and together
with all rights or interests of any nature at the Effective Date or thereafter attached thereto, including
voting rights and the right to receive and retain all dividends and other distributions (if any) and any return
of capital (whether by reduction of share capital or share premium account or otherwise) announced,
authorised, declared, made or paid in respect of the Scheme Shares by reference to a record date falling on
or after the Effective Date.
(B) For the purposes of such acquisition, the Scheme Shares shall be transferred to Bidco and such transfer
shall be effected by means of a form or forms of transfer or other instrument or instruction of transfer, or
by means of CREST, and to give effect to such transfer(s) any person may be appointed by Bidco as
attorney and/or agent and shall be authorised as such attorney and/or agent on behalf of the relevant holder
of Scheme Shares to execute and deliver as transferor a form of transfer or other instrument of transfer
(whether as a deed or otherwise) of, or give any instruction to transfer or procure the transfer by means of
CREST of, such Scheme Shares and every form, instrument or instruction of transfer so executed or
instruction given shall be as effective as if it had been executed or given by the holder or holders of the
Scheme Shares thereby transferred.
(C) With effect from the Effective Date and pending the transfer of the Scheme Shares pursuant to
sub-clause 1(A) and sub-clause 1(B) of this Scheme and the updating of the register of members of the
Company to reflect such transfer, each Scheme Shareholder irrevocably:
(i) appoints Bidco (and/or its nominee(s)) as its attorney and/or agent to exercise on its behalf (in place
of and to the exclusion of the relevant Scheme Shareholder) any voting rights attached to its Scheme
53
Shares and any or all rights and privileges (including the right to requisition the convening of a
general meeting of the Company or of any class of its shareholders) attaching to its Scheme Shares;
(ii) appoints Bidco (and/or its nominee(s)) and any one or more of its directors or agents to sign on
behalf of such Scheme Shareholder any such documents, and to do such things, as may in the opinion
of Bidco be necessary or desirable in connection with the exercise of any votes or any other rights or
privileges attaching to its Scheme Shares (including, without limitation, an authority to sign any
consent to short notice of any general or separate class meeting of Go-Ahead as attorney or agent for,
and on behalf of, such Scheme Shareholder and/or to attend and/or to execute a form of proxy in
respect of its Scheme Shares appointing any person nominated by Bidco to attend any general and
separate class meetings of Go-Ahead (or any adjournment thereof) and to exercise or refrain from
exercising the votes attaching to the Scheme Shares on such Scheme Shareholder’s behalf); and
(iii) authorises Go-Ahead and/or its agents to send to Bidco (and/or its nominee(s)) any notice, circular,
warrant or other document or communication which may be required to be sent to them as a member
of Go-Ahead in respect of such Scheme Shares (including any share certificate(s) or other
document(s) of title issued as a result of conversion of their Scheme Shares into certificated form),
such that from the Effective Date, no Scheme Shareholder shall be entitled to exercise any voting rights
attached to the Scheme Shares or any other rights or privileges attaching to the Scheme Shares otherwise
than in accordance with the directions of Bidco.
2. CONSIDERATION FOR THE TRANSFER OF SCHEME SHARES
(A) In consideration for the transfer of the Scheme Shares to Bidco pursuant to Clause 1 of this Scheme,
Bidco shall, subject as hereinafter provided, pay or procure that there shall be paid to or for the account of
each Scheme Shareholder (as appearing on the register of members of Go-Ahead at the Scheme Record
Time):
1,450 pence in cash per Scheme Share held by the Scheme Shareholder
at the Scheme Record Time
(B) If, 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 Special Dividend), Bidco may
reduce the Acquisition Price by an amount equal to the aggregate amount of such dividend, distribution or
other return of value.
(C) If Bidco exercises the right referred to in sub-clause 2(B) of this Scheme to reduce the Acquisition Price
by all or part of the amount of dividend and/or other distribution and/or return of value (other than, or in
excess of, the Special Dividend) that has not been paid but is payable by reference to a record date prior to
the Effective Date:
(i) holders of Go-Ahead Shares appearing on the register of members at the relevant record time as
determined by the directors of the Company shall be entitled to receive and retain that dividend and/
or other distribution and/or other return of value in respect of the Go-Ahead Shares they held at such
record time;
(ii) any reference in this Scheme and the Document to the Acquisition Price payable under this Scheme
shall be deemed to be a reference to the Acquisition Price as so reduced; and
(iii) the exercise of such rights shall not be regarded as constituting any revision or modification of the
terms of this Scheme.
(D) To the extent that any such dividend, distribution and/or other return of value is announced, declared,
made or is payable (other than, or in excess of, the Special Dividend) and it is: (i) transferred on a basis
which entitles Bidco (and/or its nominees) to receive the dividend and/or distribution and/or other return
of value and to retain it; or (ii) cancelled, the Acquisition Price payable under the terms of this Scheme
shall not be subject to change in accordance with sub-clause 2(B) of this Scheme.
54
3. SETTLEMENT AND DESPATCH OF CONSIDERATION
(A) As soon as practicable after the Effective Date, and in any event not more than 14 days after the Effective
Date (unless the Panel agrees otherwise), Bidco shall:
(i) in the case of the Scheme Shares which at the Scheme Record Time are in certificated form,
procure: (a) that if the relevant Scheme Shareholder has set up a standing electronic payment mandate
with the Company’s registrar for the purpose of receiving dividend payments, such payment is made
by way of an electronic payment to the account indicated in such standard electronic payment
mandate; or (b) otherwise that payment is made by cheque for the sums payable to the persons
entitled thereto in accordance with Clause 2 of this Scheme, provided that if the amount payable to
any Scheme Shareholder who has not set up a standing electronic payment mandate exceeds
£250,000, Bidco reserves the right to make arrangements with such Scheme Shareholder to effect
electronic payment of such amount instead of paying by cheque. Bidco further reserves the right to
make payment of the said consideration by any other method approved by the Panel;
(ii) in the case of the Scheme Shares which at the Scheme Record Time are in uncertificated form,
instruct, or procure the instruction of, Euroclear to create an assured payment obligation in respect of
the sums payable to the Scheme Shareholder in accordance with the CREST assured payment
arrangements, provided that Bidco reserves the right to make payment of the said consideration by
electronic payment or by cheque as aforesaid in sub-clause 3(A)(i) of this Scheme if, for reasons
outside its reasonable control, it is not able to effect settlement in accordance with this
sub-clause 3(A)(ii).
(B) With effect from the Scheme Record Time, each holding of Scheme Shares credited to any stock account
in CREST shall be disabled and all Scheme Shares shall be removed from CREST in due course.
(C) All deliveries of notices, cheques or statements of entitlement required to be made pursuant to this Scheme
shall be effected by sending the same by first class post in pre-paid envelopes or by international standard
post if overseas (or by such method as may be approved by the Panel) addressed to the persons entitled
thereto at their respective addresses as appearing in the register of members of Go-Ahead at the Scheme
Record Time or, in the case of joint holders, to the address of the holder whose name stands first in such
register in respect of the joint holding concerned at such time, and none of Go-Ahead, Bidco or their
respective agents or nominees shall be responsible for any loss or delay in the transmission of any notices,
cheques or statements of entitlement sent in accordance with this sub-clause 3(C), which shall be sent at
the risk of the person or persons entitled thereto.
(D) All cheques shall be in Pounds Sterling and drawn on a United Kingdom clearing bank and shall be made
payable to the Scheme Shareholder concerned (except that, in the case of joint holders, Bidco reserves the
right to make such cheques payable to that one of the joint holders whose name stands first in the register
of members of the Company in respect of such holding at the Scheme Record Time), and the encashment
of any such cheque or the making of an electronic payment in accordance with this Clause 3 shall be a
complete discharge of Bidco’s obligation under this Scheme to pay the monies represented thereby. Bidco
shall despatch or procure the despatch of cheques, and make electronic payments, within 14 days of the
Effective Date.
(E) If any Scheme Shareholders have not encashed cheques sent to them in accordance with this Scheme
within six months of the Effective Date, Bidco and the Company shall procure that the cash consideration
due to such Scheme Shareholders under this Scheme shall be held for such Scheme Shareholders for a
period of 12 years from the Effective Date, and such Scheme Shareholders may (subject to the legal
requirements of any jurisdiction relevant to such Scheme Shareholder) claim the consideration due to them
(plus any interest accrued thereon, but net of any expenses and taxes) by written notice to the Company in
a form which the Company determines evidences their entitlement to such Consideration at any time
during the period of 12 years from the Effective Date, and Bidco undertakes that neither it nor its
nominee(s) shall seek, require or accept repayment of the monies so held for the purposes detailed above
prior to the first business day after the twelfth anniversary of the Effective Date or otherwise with the
permission of the Court.
(F) In respect of payments made through CREST, Bidco shall instruct, or procure the instruction of, Euroclear
to create an assured payment obligation in accordance with the CREST assured payment arrangements
within 14 days of the Effective Date. The instruction of Euroclear shall be a complete discharge of Bidco’s
obligation under this Scheme with reference to the payments made through CREST.
55
(G) None of Go-Ahead, Bidco or their respective agents or nominees shall be responsible for any loss or delay
in the transmission of any notices, cheques or statements of entitlement sent in accordance with this
Clause 3, which shall be sent at the risk of the person or persons entitled thereto.
(H) The preceding sub-clauses of this Clause 3 shall take effect subject to any prohibition or condition
imposed by law.
4. CERTIFICATES IN RESPECT OF SCHEME SHARES AND CANCELLATION OF CREST
ENTITLEMENTS
With effect from, or as soon as practicable after, the Effective Date:
(A) all certificates representing Scheme Shares shall cease to be valid as documents of title to the shares
represented thereby and every holder of Scheme Shares shall be bound at the request of Go-Ahead to
deliver up the same to Go-Ahead (or any person appointed by Go-Ahead to receive such certificates), or,
as it may direct, to destroy the same;
(B) Go-Ahead shall procure that Euroclear is instructed to cancel or transfer the entitlements to Scheme Shares
of holders of Scheme Shares in uncertificated form;
(C) following cancellation of the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated
form, Go-Ahead shall procure that such entitlements to Scheme Shares are rematerialised; and
(D) subject to the completion of such forms of transfer or other instruments or instructions of transfer as may
be required in accordance with clause 1 of this Scheme and the payment of any UK stamp duty thereon,
Go-Ahead shall make or procure to be made, the appropriate entries in its register of members to reflect
the transfer of the Scheme Shares to Bidco and/or its nominee(s).
5. MANDATES
All mandates and other instructions given to Go-Ahead by Scheme Shareholders in force at the Scheme Record
Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.
6. OPERATION OF THIS SCHEME
(A) This Scheme shall become effective as soon as a copy of the Court Order shall have been delivered to the
Registrar of Companies for England and Wales.
(B) Unless this Scheme has become effective on or before 14 January 2023, or such later date, if any, as may
be agreed in writing by Bidco and Go-Ahead (with the Panel’s consent and as the Court may approve (if
such approval(s) are required)), this Scheme shall never become effective.
7. MODIFICATION
Go-Ahead and Bidco may jointly consent on behalf of all persons concerned to any modification of or addition
to this Scheme or to any condition which the Court may approve or impose. Any such modification or addition
shall require the consent of the Panel where such consent is required under the Takeover Code.
8. GOVERNING LAW
This Scheme is governed by English law and is subject to the exclusive jurisdiction of the English courts. The
rules of the Code apply to this Scheme.
Dated 11 July 2022
56
PART V
FINANCIAL AND RATINGS INFORMATION
Part A: Financial information relating to Go-Ahead
The following sets out financial information in respect of Go-Ahead as required by Rule 24.3 of the Code. The
documents referred to below, the contents of which have previously been announced through a Regulatory
Information Service, are incorporated into this Document by reference pursuant to Rule 24.15 of the Code:
• the audited accounts of Go-Ahead for the financial year ended 3 July 2021 are set out on pages 167 to 254
(both inclusive) of Go-Ahead’s Annual Report and Accounts 2021 available from Go-Ahead’s website at
https://www.go-ahead.com/investors; and
• the unaudited accounts of Go-Ahead for the financial half year ended 1 January 2022 are set out on
pages 20 to 51 (both inclusive) of Go-Ahead’s Half Year Results 2022 available from Go-Ahead’s website
at https://www.go-ahead.com/investors.
Part B: Go-Ahead ratings information
Prior to the commencement of the Offer Period, the Company had been assigned a credit rating of “BBB–”
from Standard & Poor’s Ratings Services (“S&P”). On 13 April 2022, S&P affirmed this rating while moving
the Company from CreditWatch Negative to Outlook Stable, following publication of the Company’s results for
the financial year ended 3 July 2021 on 24 February 2022, the announcement of the proposed financial penalty
by the DfT in relation to LSER on 17 March 2022, the award of a National Rail Contract for GTR on
25 March 2022 and the conclusions of the Company’s Business Review announced on 5 April 2022.
On 1 July 2022, Fitch Ratings (“Fitch”) assigned the Company a Long-Term Issuer Default Rating and senior
unsecured rating of “BBB–”. Simultaneously, Fitch placed the ratings on Rating Watch Negative, as a result of
the Acquisition and their view that legal ring-fencing around the Company is limited, with potential value
extraction by shareholders in the medium term.
Part C: Financial Information relating to Bidco
Bidco was incorporated on 24 May 2022 and has not traded or paid any dividends since its date of
incorporation. Accordingly, no financial information is available or has been published in respect of it. Bidco
has no material assets or liabilities, in each case other than those described in this Document in connection with
the Acquisition.
Following the Scheme becoming Effective, the earnings, assets and liabilities of Bidco will include the
consolidated earnings, assets and liabilities of the Go-Ahead Group on the Effective Date.
Part D: Financial Information relating to Kinetic
The following sets out financial information in respect of Kinetic as required by Rule 24.3 of the Code. The
documents referred to below are incorporated into this Document by reference pursuant to Rule 24.15 of the
Code:
• the audited consolidated annual report for the financial year ended 30 June 2020, available at
www.gerrardbid.com; and
• the audited consolidated annual report for the financial year ended 30 June 2021, available at
www.gerrardbid.com.
Part E: Financial Information relating to Globalvia
The following sets out financial information in respect of Globalvia as required by Rule 24.3 of the Code. The
documents referred to below are incorporated into this Document by reference pursuant to Rule 24.15 of the
Code:
• the audited consolidated financial statements for the financial year ended 31 December 2020, available at
www.gerrardbid.com; and
• the audited consolidated financial statements for the financial year ended 31 December 2021, available at
www.gerrardbid.com.
57
Part F: Bidco ratings information
As Bidco was incorporated on 24 May 2022 and has not traded since the date of incorporation and is being
utilised for the sole purpose of carrying out the Acquisition, there are no current ratings or outlooks publicly
accorded to Bidco by ratings agencies.
Part G: Kinetic ratings information
There are no current ratings or outlooks publicly accorded to Kinetic by ratings agencies.
Part H: Globalvia ratings information
There are no current ratings or outlooks publicly accorded to Globalvia by ratings agencies.
Part I: No incorporation of website information
Save as expressly referred to herein, neither the content of Go-Ahead’s or Bidco’s websites, nor the content of
any website accessible from hyperlinks on Go-Ahead’s or Bidco’s websites is incorporated into, or forms part
of, this Document.
58
PART VI
GO-AHEAD PROFIT ESTIMATES
1. Go-Ahead Profit Estimates
(a) Divisional Profit Estimates
The following statements in respect of the Go-Ahead Directors’ estimates of the Company’s financial
performance for each of its divisions for the 52 weeks ending 2 July 2022 are set out in paragraph 8 of Part I
(Go-Ahead Current Trading) of this Document (together, the “Divisional Profit Estimates”):
• the Go-Ahead Directors expect the operating profit for the Regional Bus division for the 52 weeks
ending 2 July 2022 to be ahead of that of the prior two years (2021: £17.9 million;
2020: £20.5 million);
• the Go-Ahead Directors expect the operating profit for the London & International Bus division for
the 52 weeks ending 2 July 2022 to be at least in line with pre-pandemic underlying profitability
levels (2019: £51.2 million);
• the Go-Ahead Directors expect the operating profit for the UK Rail division for the 52 weeks ending
2 July 2022 to be within the range set out in the 2022 Go-Ahead Half Year Results of
£25 million–£30 million; and
• the Go-Ahead Directors expect the operating loss for the International Rail division for the 52 weeks
ending 2 July 2022 to be within the range set out in the 2022 Go-Ahead Half Year Results of
£15 million–£20 million.
(b) Operating Profit Estimate
In accordance with the Takeover Code, the Divisional Profit Estimates can be used to calculate an overall
operating profit estimate floor for the Go-Ahead Group for the 52 weeks ending 2 July 2022 of not less than
£76.7 million (the “Operating Profit Estimate”).
(c) Underlying EPS Estimate
On 5 April 2022, the Company announced the conclusions of a business review (the “Business Review
Announcement”). The Business Review Announcement contained a statement that “the company will reinstate
its pre-COVID dividend policy of paying a dividend to shareholders equivalent to between 50% and 75% of
underlying earnings per share from FY22. The Board intends to recommend a dividend of not less than 50p in
respect of the year ending 2 July 2022 (FY22) in line with this policy”, implying a floor on underlying earnings
per share of 66.67p (the “Underlying EPS Estimate” and together with the Divisional Profit Estimates and the
Operating Profit Estimate, the “Go-Ahead 2022 Profit Estimates”).
The Go-Ahead Directors confirm that, as at the Latest Practicable Date, the Go-Ahead 2022 Profit Estimates
remain valid. The Go-Ahead Directors confirm that each of the Go-Ahead 2022 Profit Estimates has been
properly compiled on the basis of the assumptions stated below and that the basis of accounting used is
consistent the Go-Ahead Group’s accounting policies which are in accordance with IFRS and are those that the
Go-Ahead Group applied in preparing its financial statements for the year ended 3 July 2021.
Further information on the basis of preparation of the Go-Ahead 2022 Profit Estimates is set out below.
2. Basis of preparation and principal assumptions
Basis of preparation
The Go-Ahead 2022 Profit Estimates are based on:
• the 2022 Go-Ahead Half Year Results;
• the unaudited management accounts of the Go-Ahead Group for the 21 weeks ended 28 May
2022; and
• Go-Ahead management’s estimate of the results for the 5 weeks ended 2 July 2022.
The Go-Ahead 2022 Profit Estimates have been prepared on a basis consistent with the Go-Ahead Group’s
accounting policies.
59
The Go-Ahead 2022 Profit Estimates exclude any transaction costs applicable to the Acquisition or any other
associates accounting impacts as a direct result of the Acquisition.
The operating profit and underlying earnings per share included in the Go-Ahead 2022 Profit Estimates in each
case exclude exceptional items.
Assumptions
The Go-Ahead 2022 Profit Estimates are not based on any assumptions.
Since the Go-Ahead 2022 Profit Estimates have not been audited, the actual results reported may be affected by
revisions required due to changes in circumstances, the impact of unforeseen events and different judgments
made by the Go-Ahead Directors at the time of reporting the audited results for the 52 weeks ended 2 July
2022.
60
PART VII
UNITED KINGDOM TAXATION
The comments set out below and in paragraph 3 of Part VIII (Additional Information for Overseas
Shareholders) of this Document summarise certain limited aspects of the UK taxation treatment of certain
Go-Ahead Shareholders under the Scheme and the Special Dividend and do not purport to be a complete
analysis of all tax considerations relating to the Scheme. They are based on current UK tax legislation and what
is understood to be current HMRC practice (which may not be binding on HMRC), in each case as at the
Latest Practicable Date, both of which are subject to change, possibly with retrospective effect.
The comments are intended as a general guide and do not deal with certain types of Go-Ahead Shareholder
such as charities, trustees, market makers, brokers, dealers in securities, persons who have or could be treated
for tax purposes as having acquired their Go-Ahead Shares by reason of an office or employment or as carried
interest, collective investment schemes, persons subject to UK tax on the remittance basis and insurance
companies.
References below to “UK holders” are to Go-Ahead Shareholders who are resident (and, in the case of
individuals, domiciled) for tax purposes in, and only in, the United Kingdom (and to whom split-year treatment
does not apply), who hold their Go-Ahead Shares as a capital investment (other than under a self-invested
personal pension plan or individual savings account) and who are the absolute beneficial owners of their
Go-Ahead Shares.
Overseas holders of Go-Ahead Shares are referred to Part VIII (Additional Information for Overseas
Shareholders) of this Document, which summarises certain UK tax consequences of the Scheme for such
holders.
IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION OR YOU ARE SUBJECT TO
TAXATION IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, YOU SHOULD
CONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONAL ADVISER
IMMEDIATELY.
UK taxation of chargeable gains
The transfer of Go-Ahead Shares under the Scheme in return for cash should be treated as a disposal of the UK
holder’s Go-Ahead Shares for the purposes of UK capital gains tax (“CGT”) or corporation tax on chargeable
gains (as applicable) and therefore may, depending on the UK holder’s particular circumstances (including the
availability of exemptions, reliefs and/or allowable losses), give rise to a liability to UK taxation on chargeable
gains or, alternatively, an allowable capital loss.
Individual Go-Ahead Shareholders
Subject to available reliefs or allowances, chargeable gains arising on a disposal of Go-Ahead Shares by an
individual UK holder should be subject to CGT at the rate of 10 per cent. or 20 per cent. depending on the
individual’s personal circumstances, including other taxable income and gains in the relevant tax year.
No indexation allowance will be available to an individual Go-Ahead Shareholder in respect of any disposal of
Go-Ahead Shares. The CGT annual exemption may, however, be available to individual UK holders to offset
against chargeable gains realised on the disposal of their Go-Ahead Shares. The exemption is £12,300 for the
2022/2023 tax year.
Corporate Go-Ahead Shareholders
Subject to available reliefs or allowances, chargeable gains arising on a disposal of Go-Ahead Shares by a UK
holder within the charge to UK corporation tax should be subject to UK corporation tax.
For UK holders within the charge to UK corporation tax (but which do not qualify for the substantial
shareholding exemption in respect of their Go-Ahead Shares), indexation allowance may be available where the
Go-Ahead Shares were acquired prior to 31 December 2017 in respect of the period of ownership of the Go-
Ahead Shares up to and including 31 December 2017 to reduce any chargeable gain arising (but not to create
or increase any allowable loss) on the transfer of their Go-Ahead Shares under the Scheme in return for cash.
The substantial shareholding exemption may apply to exempt from corporation tax any gain arising to UK
holders within the charge to UK corporation tax where a number of conditions are satisfied, including that the
corporate UK holder (together with certain associated companies) has held not less than 10 per cent. of the
61
issued ordinary share capital of Go-Ahead for a continuous period of at least one year beginning not more than
six years prior to the date of disposal.
UK stamp duty and stamp duty reserve tax (“SDRT”)
No UK stamp duty or SDRT should generally be payable by Go-Ahead Shareholders on the transfer of their
Go-Ahead Shares under the Scheme.
Special Dividend
Any Special Dividend paid to a Scheme Shareholder should be taxed in the same way as any other dividend
paid by Go-Ahead to such Scheme Shareholder would be taxed. Any liability to tax will depend upon the
individual circumstances of the Scheme Shareholder.
An individual Scheme Shareholder who is resident for tax purposes in the UK and who receives a dividend
from Go-Ahead will generally be subject to a nil rate of income tax on the first £2,000 of taxable dividend
income received in a tax year, regardless of what tax rate would otherwise apply to that dividend income. Any
taxable dividend income received in the 2022/2023 tax year in excess of £2,000 will be taxable at the rate of
8.75 per cent. for basic rate taxpayers, 33.75 per cent. for higher rate taxpayers and 39.35 per cent. for
additional rate taxpayers.
Corporate Scheme Shareholders who are UK resident are potentially liable to UK corporation tax (at a rate of
19 per cent. for the financial year 2022) on dividends paid by a UK resident company. Most dividends paid to
UK resident corporate Scheme Shareholders by Go-Ahead, including the Special Dividend, should, however,
fall within one or more of the classes of dividend qualifying for exemption from corporation tax (although the
exemptions are not comprehensive and are also subject to anti-avoidance rules). Scheme Shareholders within
the charge to UK corporation tax should consult an appropriate professional adviser.
Go-Ahead will not be required to deduct or withhold any amount for or on account of UK tax from the Special
Dividend.
62
PART VIII
ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS
1. GENERAL
This Document has been prepared in accordance with and for the purpose of complying with English and
Welsh law, the Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the
Listing Rules and information disclosed may not be the same as that which would have been disclosed if this
Document had been prepared in accordance with the laws of jurisdictions outside England and Wales.
The availability of the Acquisition to holders of Go-Ahead Shares who are not resident in and citizens of the
United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which
they are citizens. It is the responsibility of any person outside the United Kingdom into whose possession this
Document comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in
connection with the Acquisition, including the obtaining of any governmental, exchange control or other
consents which may be required and/or compliance with other necessary formalities which are required to be
observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.
The release, publication or distribution of this Document in or into certain jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves of, and observe, any applicable requirements of their
jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their
Go-Ahead Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to
vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation,
the Acquisition will 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 Document and
any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this Document and all such documents
relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and
must not mail or otherwise forward, distribute or send them in or into or from such jurisdictions where to do so
would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of
the Acquisition.
This Document does not constitute an offer or invitation to purchase or subscribe for any securities or a
solicitation of an offer to buy any securities pursuant to this Document or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.
OVERSEAS SHAREHOLDERS SHOULD CONSULT THEIR OWN LEGAL AND TAX ADVISERS
WITH RESPECT TO THE LEGAL AND TAX CONSEQUENCES OF THE SCHEME.
2. US HOLDERS OF GO-AHEAD SHARES
US holders of Go-Ahead Shares should note that the Scheme relates to the shares of an English company that
is a “foreign private issuer” as defined under Rule 3b-4 under the US Exchange Act and will be governed by
English law. Neither the proxy solicitation rules nor the tender offer rules under the US Exchange Act will
apply to the Acquisition and to the Scheme. Moreover, the Acquisition and the Scheme will be subject to the
disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the
disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included
in this Document has been prepared in accordance with accounting standards applicable in the UK that may not
be comparable with the accounting standards applicable to financial statements of US companies whose
financial statements are prepared in accordance with generally accepted accounting principles in the United
States. If Bidco were to elect to implement the acquisition of the Go-Ahead Shares by way of a Takeover Offer,
63
the offer will be made in compliance with applicable US securities laws and regulations, including Section 14I
of the US Exchange Act and Regulation 14E thereunder.
Neither the SEC nor any securities commission of any state of the US nor any other US regulatory authority
has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or
accuracy of this Document. Any representation to the contrary is a criminal offence in the US.
In accordance with normal UK practice, Bidco, its nominees, or its brokers (acting as agents), may from time
to time make certain purchases of, or arrangements to purchase, Go-Ahead Shares outside 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, in compliance with applicable law, including the US Exchange Act. These purchases
may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com.
The receipt of cash pursuant to the Acquisition by a US holder of Go-Ahead Shares as consideration for the
transfer of its Go-Ahead Shares pursuant to the Scheme will likely be a taxable transaction for US federal
income tax purposes and may also be a taxable transaction under applicable state and local tax laws, as well as
foreign and other tax laws. Each US holder of Go-Ahead Shares is strongly advised to consult an appropriately
qualified independent professional tax adviser immediately with respect to the tax consequences of the Scheme
applicable to them, including under applicable United States state and local, as well as overseas and other, tax
laws.
3. UK TAXATION OF CERTAIN OVERSEAS SHAREHOLDERS
Non-UK holders should not be subject to United Kingdom taxation of chargeable gains in respect of the
Scheme, however they may be subject to foreign taxation depending on their personal circumstances. No UK
stamp duty or SDRT should generally be payable by Non-UK holders on the transfer of their Go-Ahead Shares
under the Scheme.
References above to “Non-UK holders” are to Go-Ahead Shareholders who are not resident for tax purposes in
the United Kingdom, have not within the past five years been resident for tax purposes in the United Kingdom
and are not carrying on a trade (or profession or vocation) in the United Kingdom.
If an individual is only temporarily resident outside the United Kingdom for capital gains tax purposes as at the
date of disposal, the individual could, on becoming resident for tax purposes in the United Kingdom again, be
liable for United Kingdom taxation of chargeable gains in respect of disposals made while the individual was
temporarily resident outside the United Kingdom for capital gains tax purposes.
64
PART IX
ADDITIONAL INFORMATION ON GO-AHEAD AND BIDCO
1. RESPONSIBILITY
1.1 The Go-Ahead Directors, whose names are set out in paragraph 2.1 below, accept responsibility for the
information contained in this Document (including expressions of opinion), other than information for
which responsibility is taken by the Bidco Directors, pursuant to paragraph 1.2, the Kinetic Responsible
Persons pursuant to paragraph 1.3 and the Globalvia Responsible Persons pursuant to paragraph 1.4 below.
To the best of the knowledge and belief of the Go-Ahead Directors (who have taken all reasonable care to
ensure that such is the case) the information contained in this Document for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such
information.
1.2 The Bidco Directors whose names are set out in paragraph 2.2 below, accept responsibility for the
information contained in this Document (including any expressions of opinion) relating to Bidco, the
Bidco Group, the Bidco Directors and their immediate family and the related trusts of and persons
connected with the Bidco Directors, and persons acting in concert with Bidco (as such term is defined in
the Code). To the best of the knowledge and belief of the Bidco Directors (who have taken all reasonable
care to ensure that such is the case) the information contained in this Document for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such
information.
1.3 The Kinetic Responsible Persons, whose names are set out in paragraph 2.3 below, accept responsibility
for the information contained in this Document (including expressions of opinion) relating to Kinetic,
investment funds managed by or affiliated with Kinetic, Bidco, the Bidco Group, the Bidco Directors and
themselves (and their respective close relatives, related trusts and companies and other companies and
persons connected with them) and persons acting in concert with Bidco (as such term is defined in the
Takeover Code).To the best of the knowledge and belief of the Kinetic Responsible Persons (who have
taken all reasonable care to ensure that such is the case), the information contained in this Document
(including any expressions of opinion) for which they accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such information.
1.4 The Globalvia Responsible Persons, whose names are set out in paragraph 2.4 below, accept responsibility
for the information contained in this Document relating to Globalvia, investment funds managed by or
affiliated with Globalvia, Bidco, the Bidco Group, the Bidco Directors and themselves (and their
respective close relatives, related trusts and companies and other companies and persons connected with
them) and persons acting in concert with Bidco (as such term is defined in the Takeover Code). To the
best of the knowledge and belief of the Globalvia Responsible Persons (who have taken all reasonable
care to ensure that such is the case), the information contained in this Document (including any
expressions of opinion) for which they accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
2. DIRECTORS AND REGISTERED OFFICES
2.1 The Go-Ahead Directors and their respective positions are:
Clare Hollingsworth . . . . . . . Non-Executive Chair
Christian Schreyer . . . . . . . . Group Chief Executive
Sarah Mussenden . . . . . . . . . Group Chief Financial Officer
David Blackwood . . . . . . . . . Senior Independent Director
Dominic Lavelle . . . . . . . . . Independent Non-Executive Director, Audit Committee Chair
Harry Holt . . . . . . . . . . . . . Independent Non-Executive Director
Leanne Wood . . . . . . . . . . . Independent Non-Executive Director, Remuneration Committee Chair
The registered office address of Go-Ahead is The Go-Ahead Group plc, 3
rd
Floor, 41–51 Grey Street,
Newcastle upon Tyne, NE1 6EE.
65
The business address of each of the Go-Ahead Directors is The Go-Ahead Group Plc, 4 Matthew Parker
Street, Westminster, London, United Kingdom, SW1H 9NP.
The Group Company Secretary of Go-Ahead is Carolyn Ferguson.
2.2 The Bidco Directors and their respective positions are as follows:
Ion Nafria Ascolizaga . . . . . . . . . . . . . Director
Adam Gordon Begg . . . . . . . . . . . . . . Director
Luis Mur Gil . . . . . . . . . . . . . . . . . . . Director
Miguel Angel Parras Ruiz De Azua . . . . Director
Michael Edward Sewards . . . . . . . . . . . Director
Lucas Martinez Vuillier . . . . . . . . . . . . Director
Bidco is a limited company registered in England and Wales and incorporated on 24 May 2022 with its
registered office address at C/O Hackwood Secretaries Limited, One Silk Street, London, United
Kingdom, EC2Y 8HQ.
The business address of Ion Nafria Ascolizaga, Luis Mur Gil, Miguel Angel Parras Ruiz De Azua and
Lucas Martinez Vuillier is Paseo De La Castellana 259 C, Floor 22, Madrid, Spain, 28046.
The business address of Adam Gordon Begg and Michael Edward Sewards is Level 18, 607 Bourke
Street, Melbourne, Victoria, Australia, 3000.
The company secretary of Bidco is Hackwood Secretaries Limited.
2.3 The Kinetic Responsible Persons and their respective positions are as follows:
Adam Begg . . . . . . . . . . . . . . . . . . . . Co-CEO, Kinetic
Michael Sewards . . . . . . . . . . . . . . . . Co-CEO, Kinetic
Stan Kolenc . . . . . . . . . . . . . . . . . . . . Non-Executive Director
Ian Moss . . . . . . . . . . . . . . . . . . . . . Non-Executive Director
Richard Trimarchi . . . . . . . . . . . . . . . . Non-Executive Director
Tom Laidlaw . . . . . . . . . . . . . . . . . . . Non-Executive Director
Adrian Kong . . . . . . . . . . . . . . . . . . . Non-Executive Director
The business address of each Kinetic Responsible Person is Level 18, 607 Bourke Street, Melbourne,
Victoria, Australia, 3000.
2.4 The Globalvia Responsible Persons and their respective positions are as follows:
Javier Pérez Fortea . . . . . . . . . . . . . . . CEO, Globalvia
Juan Béjar Ochoa . . . . . . . . . . . . . . . . Non-Executive Chairman
Mar Beltrán . . . . . . . . . . . . . . . . . . . . Non-Executive Director
Stanislav Michael Kolenc . . . . . . . . . . . Non-Executive Director
Morgan McCormick . . . . . . . . . . . . . . Non-Executive Director
Branimir Zelenkov . . . . . . . . . . . . . . . Non-Executive Director
Johan Willem Gerard Marie Classens . . . Non-Executive Director
Irina Frolova . . . . . . . . . . . . . . . . . . . Non-Executive Director
Simon Nicolaas . . . . . . . . . . . . . . . . . Non-Executive Director
Ana García Fau . . . . . . . . . . . . . . . . . Non-Executive Director
Gavin Merchant . . . . . . . . . . . . . . . . . Non-Executive Director
The business address of each Globalvia Responsible Person is Paseo De La Castellana 259 C, Floor 22,
Madrid, Spain, 28046.
66
3. INTERESTS IN GO-AHEAD SHARES
3.1 For the purposes of this paragraph 3 and paragraph 4:
3.1.1 “acting in concert” has the meaning given to it in the Code;
3.1.2 “arrangement” includes indemnity or option arrangements, and any agreement or
understanding, formal or informal, of whatever nature, relating to securities which may be an
inducement to deal or refrain from dealing;
3.1.3 “dealing” has the meaning given to it in the Code;
3.1.4 “derivative” has the meaning given to it in the Code;
3.1.5 “interest” or “interests” has the meaning given to it in the Code;
3.1.6 “relevant Bidco securities” mean relevant securities (such term having the meaning given to it
in the Code in relation to an offeror) of Bidco including equity share capital in Bidco (or
derivatives referenced thereto) and securities convertible into, rights to subscribe for and options
(including traded options) in respect thereof;
3.1.7 “relevant Go-Ahead securities” mean relevant securities (such term having the meaning given
to it in the Code in relation to an offeree) of Go-Ahead including equity share capital of Go-
Ahead (or derivatives referenced thereto) and securities convertible into, rights to subscribe for
and options (including traded options) in respect thereof; and
3.1.8 “short position” means any short position (whether conditional or absolute and whether in the
money or otherwise), including any short position under a derivative, any agreement to sell or
any delivery obligation or right to require another person to purchase or take delivery.
3.2 As at the Latest Practicable Date, the Go-Ahead Directors (and their close relatives, related trusts and
connected persons) held the following interests in, or rights to subscribe in respect of, relevant Go-Ahead
securities:
Go-Ahead Director
Number of
Go-Ahead
Shares
% of Go-Ahead’s
total issued
share capital
Clare Hollingsworth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,290 0.005%
Leanne Wood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294 0.001%
3.3 As at the Latest Practicable Date, the Go-Ahead Directors held the following outstanding Options over
relevant Go-Ahead securities under the Go-Ahead Share Plans set out below:
Name
Share Plan /
Option Date of grant
Number of
ordinary
shares under
option
Exercise price
(per share) (£)
Normal
vesting date
Christian Schreyer . . . . . . . . 2021 RSP* 5 May 2022 42,203 nil 5 May 2025
* Restricted share award granted under the LTIP
3.4 The following persons acting in concert with Company have dealt in the following Go-Ahead relevant
securities in the Disclosure Period:
Name
Date of
dealing
Nature of
transaction
Price paid /
received (£)
Nature of
interest in
Go-Ahead
relevant
securities
Number of
Go-Ahead
relevant
securities
Christian Schreyer . . . . . . 5 May 2022 Grant of Options nil Optionholder 42,203
3.5 As at the Latest Practicable Date, the following persons acting in concert with Bidco held the following
interests in, or rights to subscribe in respect of, relevant Go-Ahead securities:
Name
Nature of interest or rights
concerned
Number of
Go-Ahead
Shares
UBS Financial Services Inc. . . . . . . . . . . . . . . Go-Ahead Shares owned or controlled 26
67
3.6 The following persons acting in concert with Bidco have dealt in the following Go-Ahead relevant
securities in the Disclosure Period:
Name Date of dealing
Nature of
transaction
Price paid /
received (£)
Nature of
interest in
Go-Ahead
relevant
securities
Number of
Go-Ahead
relevant
securities
Santander Asset Management . . . 19 July 2021 Purchase 9.36 Beneficial owner 80,100
Santander Asset Management . . . 21 September 2021 Sale 9.12 Beneficial owner 12,705
Santander Asset Management . . . 28 September 2021 Sale 8.54 Beneficial owner 119,800
Santander Asset Management . . . 30 September 2021 Sale 8.02 Beneficial owner 299,727
4. INTERESTS AND DEALINGS—GENERAL
4.1 Save as disclosed in paragraph 5 (Irrevocable undertakings) below and paragraph 3 (Interests in Go-Ahead
Shares) above, as at the Latest Practicable Date:
4.1.1 neither Go-Ahead nor any person acting in concert with Go-Ahead has any arrangement with
any person relating to relevant Go-Ahead securities or relevant Bidco securities;
4.1.2 no member of the Wider Bidco Group, nor any of their respect had any interest in, right to
subscribe in respect of or any short position in relation to any relevant Go-Ahead securities, nor
has any member of the Wider Bidco Group dealt in any relevant Go-Ahead securities during the
Disclosure Period;
4.1.3 none of the Wider Bidco Directors, Kinetic Responsible Persons nor Globalvia Responsible
Persons had any interest in, right to subscribe in respect of or any short position in relation to
any relevant Go-Ahead securities, nor has any such person dealt in any relevant Go-Ahead
securities or during the Disclosure Period;
4.1.4 no person acting in concert with Bidco had any interest in, right to subscribe in respect of or any
short position in relation to any relevant Go-Ahead securities, nor has any such person dealt in
any relevant Go-Ahead securities, during the Disclosure Period;
4.1.5 no person who has an arrangement with Bidco or any person acting in concert with Bidco had
any interest in, right to subscribe in respect of or any short position in relation to any relevant
Go-Ahead securities, nor has any such person dealt in any relevant Go-Ahead securities during
the Disclosure Period;
4.1.6 none of Bidco or any person acting in concert with Bidco, has borrowed or lent any relevant Go-
Ahead securities (including for these purposes any financial or collateral arrangements) in the
Disclosure Period, save for any borrowed shares which have been either on-lent or sold;
4.1.7 no member of the Go-Ahead Group had any interest in, right to subscribe in respect of or any
short position in relation to relevant Bidco securities, nor has any such person dealt in any
relevant Go-Ahead securities or relevant Bidco securities during the Offer Period;
4.1.8 none of the Go-Ahead Directors had any interest in, right to subscribe in respect of or any short
position in relation to any relevant Bidco securities, nor has any such person dealt in any
relevant Go-Ahead securities or relevant Bidco securities during the Offer Period;
4.1.9 no person who has an arrangement with Go-Ahead or any person acting in concert with Go-
Ahead had any interest in, right to subscribe in respect of or any short position in relation to any
relevant Go-Ahead securities, nor has any such person dealt in any relevant Go-Ahead securities
during the Offer Period;
4.1.10 no person acting in concert with Go-Ahead had any interest in, right to subscribe in respect of or
any short position in relation to any relevant Go-Ahead securities, nor has any such person dealt
in any relevant Go-Ahead securities during the Offer Period; and
4.1.11 neither Go-Ahead nor any person acting in concert with Go-Ahead has borrowed or lent any
relevant Go-Ahead securities, save for any borrowed shares which have been either on-lent or
sold.
4.2 Save as disclosed herein, no persons have given any irrevocable or other commitment to vote in favour of
the Scheme or the Special Resolution to be proposed at the General Meeting.
68
4.3 Save as disclosed herein, neither Bidco nor any person acting in concert with Bidco has any arrangement
with any person relating to relevant Go-Ahead securities or relevant Bidco securities.
4.4 Save as disclosed herein, no agreement, arrangement or understanding (including any compensation
arrangement) exists between Bidco or any person acting in concert with it and any of the Go-Ahead
Directors or the recent directors, shareholders or recent shareholders of Go-Ahead, or any person
interested or recently interested in Go-Ahead Shares, having any connection with or dependence upon, or
which is conditional upon, the Acquisition.
4.5 There is no agreement, arrangement or understanding whereby the beneficial ownership of any Go-Ahead
Shares to be acquired by Bidco pursuant to the Scheme will be transferred to any other person.
4.6 No relevant securities of Go-Ahead have been redeemed or purchased by Go-Ahead during the Disclosure
Period.
5. IRREVOCABLE UNDERTAKINGS
5.1 Irrevocable undertakings given by the Go-Ahead Directors
Bidco has received irrevocable undertakings in support of the Acquisition from those Go-Ahead Directors
who hold Go-Ahead Shares in respect of, in aggregate, 2,584 Go-Ahead Shares (representing
approximately 0.01 per cent. of the issued share capital of Go-Ahead) as at the Latest Practicable Date,
as set out below.
Name of Go-Ahead Director
Number of Shares
in respect of
which undertaking
is given
Percentage of Go-Ahead
issued share capital
(excluding shares
under option)
Christian Schreyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,203
See Note
0.00
Clare Hollingsworth . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,290 0.01
Leanne Wood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294 0.00
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,787 0.01
Note: outstanding Options under the Go-Ahead Share Plans
These irrevocable undertakings also extend to any shares acquired by the Go-Ahead Directors as a result
of the exercise of Options under the Go-Ahead Share Plans.
These irrevocable undertakings remain binding in the event a higher competing offer is made for Go-
Ahead and will only cease to be binding if on the earlier of: (a) the Long Stop Date; (b) the date on which
any competing offer for the issued and to be issued ordinary share capital of Go-Ahead is made which
becomes or is declared unconditional (if implemented by way of takeover offer) or otherwise becomes
effective (if implemented by way of a scheme of arrangement); or (c) the date on which the Scheme (or
Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its
terms, excluding where:
• the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the
Acquisition by way of a Takeover Offer rather than a scheme of arrangement; or
• the lapse or withdrawal either is not, in the case of a withdrawal, confirmed by Bidco or is
followed within five Business Days by an announcement under Rule 2.7 of the Code by Bidco
(or a person acting in concert with it) to implement the Acquisition either by a new, revised or
replacement scheme of arrangement or a Takeover Offer.
Copies of the irrevocable undertakings are available on Go-Ahead’s website at
https://www.go-ahead.com/investors and will remain on display until the end of the offer period.
6. DIRECTORS’ SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT
Go-Ahead Executive Directors
6.1 The Go-Ahead Executive Directors have entered into service agreements with Go-Ahead as summarised
below:
6.1.1 Christian Schreyer’s employment commenced on 1 November 2021, and he was appointed
Group Chief Executive with effect from 5 November 2021. Sarah Mussenden’s employment and
appointment as Group Chief Financial Officer commenced with effect from 9 May 2022.
69
6.1.2 The Group Chief Executive currently receives a gross base salary of £550,000. The Group Chief
Financial Officer currently receives a gross base salary of £375,000. The Go-Ahead Executive
Directors’ base salary is normally reviewed (but not necessarily increased) annually. The next
annual review is in April 2023. The Group Chief Executive is also entitled to a monthly
relocation allowance of £8,333.33 for the first 24 months of his employment.
6.1.3 At the Go-Ahead Board’s discretion and subject to the applicable remuneration policy, the Go-
Ahead Executive Directors may each be entitled to receive (i) an annual performance related
bonus as determined by the Go-Ahead Remuneration Committee and approved by the Go-Ahead
Board from time to time; and (ii) an annual grant of shares as determined by the Go-Ahead
Remuneration Committee and approved by the Go-Ahead Board and in accordance with the
rules of the long term incentive plan which are approved by the members of the Company from
time to time.
6.1.4 The Go-Ahead Executive Directors’ benefits include life assurance, company sick pay and
private medical insurance. Christian Schreyer is entitled to join the Workplace Savings Section
of The Go-Ahead Group Pension Plan or instead receive an equivalent cash supplement. The
employer pension contribution rate or cash alternative equivalent represents 3% of ‘qualifying
earnings’. Christian Schreyer has opted to receive the equivalent cash allowance. Sarah
Mussenden shall be entitled to the same pension benefit upon six months’ service.
6.1.5 The Go-Ahead Executive Directors’ service agreements are each terminable on 12 months’
written notice, served by either party, subject to the Company’s right to terminate the agreements
summarily in certain circumstances without further payment, including if either of the Go-Ahead
Executive Directors is guilty of gross misconduct.
6.1.6 The Company has the right to terminate the Go-Ahead Executive Directors’ employment
immediately if it makes a payment in lieu of basic salary for the notice period, or the remainder
of the notice period, subject to deductions required by law.
6.1.7 The Company may place either of the Go-Ahead Executive Directors on garden leave for no
more than six months during any notice period. During the garden leave period, entitlement to
salary and benefits shall continue, save that the Group Chief Executive shall remain entitled to
receive any bonus in respect of such garden leave period.
6.1.8 Each Go-Ahead Executive Director is subject to certain post-termination restrictions which
prohibit them, respectively, for a period of six months after their employment terminates (less
any period of garden leave served during the notice period), from competing with the Go-Ahead
Group and soliciting or engaging certain of the Go-Ahead Group’s staff.
Go-Ahead Non-Executive Directors
6.2 The Go-Ahead Non-Executive Directors have entered into letters of appointment with the Company. Their
appointments are each subject to the Articles of Association and continued satisfactory performance, and
will terminate without compensation if: they are not elected or re-elected; they are required to vacate their
office for any reason pursuant to the Articles of Association; or their appointment is terminated for certain
other specified reasons including a material breach of their obligations.
6.3 Each Go-Ahead Non-Executive Director’s appointment may be terminated by the Company or the relevant
director by serving written notice as set out in the table below. In the case of each of the Non-Executive
Chair, Leanne Wood and Harry Holt, the Company can immediately terminate their appointments by
making a payment in lieu of the fees to the respective director in respect of the relevant notice period.
6.4 The Go-Ahead Board has resolved to apply the provision in the Governance Code requiring all Go-Ahead
Directors to be subject to annual election at the Company’s AGM each year.
70
6.5 The dates of appointment, fees and notice periods of the Go-Ahead Non-Executive Directors are
summarised as follows:
Non-executive director
Date of
appointment Fees (per annum)
Notice period
(from either
party)
Clare Hollingsworth
(Non-Executive Chair)
1 August 2019 £194,464 6 months
David Blackwood
(Senior Independent
Director)
1 January 2022 £54,214
Plus £5,150 in respect of his
role as Senior Independent
Director
3 months
Dominic Lavelle
(Audit Committee Chair)
1 January 2022 £54,214
Plus £8,240 in respect
of his role as
Audit Committee Chair
Plus £30,000 in respect
of his role as a
Non-Executive Director of GTR
3 months
Leanne Wood
(Remuneration
Committee Chair)
23 October 2017 £54,215
Plus £8,240 in respect of her
role as Remuneration
Committee Chair
6 months
Harry Holt 23 October 2017 £54,215 6 months
6.6 Each Go-Ahead Non-Executive Director’s fees are reviewed annually.
6.7 The Go-Ahead Non-Executive Directors may claim reimbursement of certain expenses incurred by them
in the proper performance of their duties including professional fees in certain circumstances and where
necessary for the furtherance of their duties.
6.8 The letters of appointment prohibit each Go-Ahead Non-Executive Director for six months after
termination of their appointment, or 12 months in respect of the Non-Executive Chair, Leanne Wood and
Harry Holt, from engaging in certain activity which is competitive with the Go-Ahead Group’s business
interests in the United Kingdom. The Non-Executive Chair, Leanne Wood and Harry Holt’s respective
restrictions shall cease to apply if their respective appointments are terminated within three months of the
Company becoming a subsidiary following a take-over offer for the Company which, when first
announced by the Company, was not recommended by the Go-Ahead Directors.
Directors’ and officers’ insurance
6.9 The Company maintains directors’ and officers’ insurance for the benefit of each Go-Ahead Director.
Other service agreements
6.10 Save as disclosed above, there are no service agreements or letters of appointment, between any Go-Ahead
Director, or proposed director of the Company, and the Company or any of its subsidiaries. Save as
disclosed above, no such contract or letter of appointment has been entered into or amended within the six
months preceding the date of this Document.
6.11 Save as set out in paragraph 10 of Part II (Explanatory Statement) of this Document, the effect of the
Scheme on the interests of the Go-Ahead Directors does not differ from its effect on the like interests of
any other holder of Scheme Shares.
71
7. MARKET QUOTATIONS
7.1 The following table shows the Closing Price for Go-Ahead Shares as derived from the Official List for the
first Business Day of each of the six months before the date of this Document, for 10 June 2022 (being the
last Business Day before the commencement of the Offer Period) and for the Latest Practicable Date:
Date
Go-Ahead
Share price (p)
1 February 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 667
See Note
1 March 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 652
1 April 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 858
3 May 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,012
1 June 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,078
10 June 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,210
1 July 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,580
Latest Practicable Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,590
Note: Trading was suspended at this time
8. MATERIAL CONTRACTS
8.1 Go-Ahead material contracts
Save as disclosed below, no member of the Go-Ahead Group has, during the period beginning on 13 June 2020
(being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable Date,
entered into any material contract otherwise than in the ordinary course of business.
The following contracts, not being contracts entered into in the ordinary course of business, and which are or
may be material, have been entered into by members of the Go-Ahead Group in the period beginning on
13 June 2020 (being two years prior to the commencement of the Offer Period) and ending on the Latest
Practicable Date.
Confidentiality Agreement
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Confidentiality
Agreement.
Co-operation Agreement
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Co-operation
Agreement.
Joint Defence Agreement
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Joint Defence
Agreement.
8.2 Bidco and Consortium material contracts
Save as disclosed below, each of Bidco, Kinetic and Globalvia has not, during the period beginning on 13 June
2020 (being two years prior to the commencement of the Offer Period) and ending on the Latest Practicable
Date, entered into any material contract otherwise than in the ordinary course of business.
The following contracts, not being contracts entered into in the ordinary course of business, have been entered
into by Bidco and/or, in connection with the Acquisition, Kinetic or Globalvia, in the period beginning on
13 June 2020 (being two years prior to the commencement of the Offer Period) and ending on the Latest
Practicable Date.
Co-operation Agreement
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Co-operation
Agreement.
72
Joint Defence Agreement
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Joint Defence
Agreement.
Bidco Facilities Agreement
The facilities, amounts and documentation process
Under the terms of a senior facilities agreement dated 13 June 2022 between, among others, Bidco and Banco
Santander S.A. as arranger, the Original Lenders (as defined therein) and Banco Santander S.A. as agent and
security agent (the “Bidco Facilities Agreement”) and a commitment letter dated 13 June 2022 between, among
others, Bidco and Banco Santander S.A. (the “Commitment Letter”), the lenders agree to make available to
Bidco: (a) a term loan facility in an aggregate principal amount of £292,800,000 (“Facility A”), and (ii) a term
loan facility in an aggregate principal amount of £350,000,000 (“Facility B” and, together with Facility A, the
“Facilities”).
Purpose
Under the terms of the Bidco Facilities Agreement, the proceeds of the Facilities are permitted to be applied
(among other things) as follows:
(a) in respect of Facility A, (i) to finance the consideration payable for the Acquisition of Go-Ahead Shares
and/or (ii) payment of costs, fees, expenses and taxes (incurred in connection with the Acquisition and the
transaction documents; and
(b) in respect of Facility B, (i) the financing, refinancing or replacing of any existing indebtedness of the
Go-Ahead Group which becomes (or will become) due or payable or redeemable as a consequence of the
Acquisition pursuant to any applicable change of control, repayment, redemption, tender, termination or
cancellation right (or similar provision) thereunder, (ii) payment of fees, breakage costs, commissions, taxes
and expenses or other amounts payable in connection with such refinancing and in connection with Facility B
and/or (iii) any other purpose agreed between Bidco and the Original Lenders in respect of Facility B.
The Facilities are available to be drawn in GBP only.
Availability and Repayment
Facility A is available to be drawn, subject to satisfaction of the conditions to drawing set forth in the Bidco
Facilities Agreement, from the date of the Bidco Facilities Agreement to (and including) 11.59 p.m. (London
time) on the last day of the Certain Funds Period (as defined below) applicable to Facility A.
Facility B is available to be drawn, subject to utilisation of Facility A and implementation of Facility B under
the Bidco Facilities Agreement in accordance with the terms of the Bidco Facilities Agreement and the
Commitment Letter and satisfaction of the conditions to drawing set forth in the Bidco Facilities Agreement,
from the date of the Bidco Facilities Agreement to (and including) 11.59 p.m. (London time) on the last day of
the Certain Funds Period (as defined below) applicable to Facility B.
Under the Bidco Facilities Agreement, the “Certain Funds Period” for Facility A is defined as the period
from (and including) the date of the Bidco Facilities Agreement to (and including) 11:59 p.m. (London time)
on the earlier of:
(a) unless the Effective Date or the Offer Unconditional Date (as defined in the Bidco Facilities Agreement)
has occurred, the next Business Day after (and excluding) the date on which Bidco notifies the Finance Parties
(as defined in the Bidco Facilities Agreement) in writing that:
(i) if the Acquisition is intended to be effected pursuant to a scheme of arrangement, the scheme of
arrangement has lapsed (after exhausting any rights of appeal if the Court refuses to sanction the scheme of
arrangement) or has been permanently withdrawn, cancelled and terminated by Bidco (or in accordance with its
terms) without success or with the consent of the Panel or by order of the Court and (in each case) the
Acquisition is no longer proceeding (unless (i) such lapse, withdrawal, cancellation or termination is in
connection with a switch or other change from a scheme of arrangement to a takeover offer and (ii) within
20 Business Days of such event, an announcement is made or released that the Acquisition is to be undertaken
or otherwise implemented by way of a new, revised, amended, relaunched, reissued or replacement scheme of
arrangement or a takeover offer); or
73
(ii) if the Acquisition is to be effected by way of a takeover offer, the takeover offer has lapsed or has been
permanently withdrawn, cancelled or terminated by Bidco (or in accordance with its terms) without success or
with the consent of the Panel or by order of the Court) and (in each case) the Acquisition is no longer
proceeding (unless (i) such lapse, withdrawal, cancellation or termination is in connection with a switch or
other change from a takeover offer to a scheme of arrangement and (ii) within 20 Business Days of such event,
an announcement is made or released that the Acquisition is to be undertaken or otherwise implemented by
way of a new, revised, amended, relaunched, reissued or replacement scheme of arrangement or takeover offer);
(b) unless the Effective Date or the Offer Unconditional Date (as defined in the Bidco Facilities Agreement)
has occurred, the date falling 9 months after the date of the Bidco Facilities Agreement or (if later) the date of
announcement; and
(c) the date falling 5 Business Days after the earlier of (A) the Completion Date (as defined below, for such
purposes disregarding the wording in parentheses in the definition of Completion Date) and (B) the date on
which Facility A has been utilised in full.
Under the Bidco Facilities Agreement, the “Certain Funds Period” for Facility B is defined as the period from
(and including) the date of the Bidco Facilities Agreement to (and including) 11:59 p.m. (London time) on the
earlier of:
(a) the later of the Termination Date (as defined below) or, if an Extension Option (as defined in the Bidco
Facilities Agreement) has been exercised, the Extended Facility B Termination Date (as defined in the Bidco
Facilities Agreement);
(b) the date on which Facility A has been repaid or cancelled in full;
(c) the date falling 5 Business Days after the date on which Facility B and the Backstop Facility (as defined in
the Bidco Facilities Agreement) has been utilised or cancelled by Bidco in full; and
(d) as expressly contemplated in paragraphs (a) and (b) above in respect of Facility A.
Under the Bidco Facilities Agreement, the “Completion Date” is defined as the date on which the Acquisition
is consummated in full and Bidco is the beneficial owner of 100% of Go-Ahead Shares and all consideration
payable in respect thereof has been paid in full (or, if the Acquisition is consummated by way of a takeover
offer and the Offer Unconditional Date (as defined in the Bidco Facilities Agreement) has occurred, the date on
which the takeover offer is closed to acceptances and Bidco is the beneficial owner of at least 90 per cent. of
the issued ordinary share capital of Go-Ahead and all Go-Ahead Shares tendered pursuant to the takeover offer
and all consideration payable in respect thereof has been paid in full).
The final repayment and termination date in relation to Facility A and Facility B, is the date falling 6 months
after first drawdown under Facility A (or, if earlier, the date falling 15 months after the date of the Bidco
Facilities Agreement), in each case subject to the Bidco Extension Option (the “Termination Date”).
Bidco may, at its option, require that the Termination Date in relation to Facility A and Facility B is extended
by up to 3 months (or such lesser period such that the Termination Date, as extended, is not after the date
falling 15 months after the date of the Bidco Facilities Agreement) subject to certain conditions as set out in the
Bidco Facilities Agreement (the “Bidco Extension Option”)
Interest rates and fees
The rate of interest payable on each loan drawn under the Facilities is the aggregate of the applicable margin
plus SONIA. The initial margin in respect of Facility A is 2.50 per cent. per annum and the margin in respect
of Facility B is 1.75 per cent. per annum.
Upfront fees, drawdown fees, commitment fees and extension fees, among other fees, costs and expenses, are
also payable under the terms of the Bidco Facilities Agreement and ancillary documentation.
Guarantees and security
The secured parties under the Bidco Facilities Agreement receive the benefit of: (i) guarantees granted by
Bidco (and, after closing, limited guarantees provided by members of the Go-Ahead Group in relation to
refinancing debt under Facility B); (ii) an English law security agreement provided by the immediate holding
company of Bidco and covering the shares owned by it in Bidco and loans made by it to Bidco; and (iii) an
English law security agreement provided by Bidco including a floating charge and security covering the loans
made by Bidco to the Go-Ahead Group (and, after closing, security provided by Bidco over shares in the Go-
Ahead Group.
74
Representations, warranties, undertakings and events of default
The Bidco Facilities Agreement contains customary representations and warranties, affirmative and negative
covenants (including covenants in respect of financial indebtedness, disposals, security, dividends, share issues,
acquisitions and mergers and conduct of the scheme of arrangement and/or takeover offer), indemnities and
events of default, each with appropriate carve-outs and materiality thresholds applicable to Bidco and (in
certain cases) to the immediate holding company of Bidco and (after closing) members of the Go-Ahead
Group.
Kinetic Facility Agreement
Under the terms of a syndicated facility agreement dated 13 June 2022 between, among others, Kewell
(Alonso) Pty Ltd (the “Kinetic Borrower”), MUFG Bank, Ltd as arranger, the Original Lenders (as defined
therein), Global Loan Agency Services Australia Pty Ltd as agent and Global Loan Agency Services Australia
Nominees Pty Limited as security trustee (the “Kinetic Facility Agreement”), the lenders agree to make
available to the Kinetic Borrower a term loan facility in an aggregate principal amount of £182,000,000 (the
“Kinetic Facility”).
Purpose
Under the terms of the Kinetic Facility Agreement, the proceeds of the Kinetic Facility are permitted to be
applied (among other things) as follows:
(a) to finance the consideration payable for the Acquisition of Go-Ahead Shares and/or the payment of costs,
fees, expenses and taxes (incurred in connection with the Acquisition and the transaction documents; and
(b) in respect of any excess, financing working capital and general corporate purposes of the Group.
The Kinetic Facility is available to be drawn in GBP only.
Availability and Repayment
The Kinetic Facility is available to be drawn, subject to satisfaction of the conditions to drawing set forth in the
Kinetic Facility Agreement, from the date of the Kinetic Facility Agreement to (and including) 11.59 p.m.
(London time) on the last day of the Certain Funds Period (as defined below).
Under the Kinetic Facility Agreement, the “Certain Funds Period” for the Kinetic Facility is defined as the
period from (and including) the date of the Kinetic Facility Agreement to (and including) 11:59 p.m. (London
time) on the earlier of:
(a) unless the Scheme Effective Date or the Offer Unconditional Date (as defined in the Kinetic Facility
Agreement) has occurred, the next Business Day after (and excluding) the date on which the Kinetic Borrower
notifies the Finance Parties (as defined in the Kinetic Facility Agreement) in writing that:
(i) if the Acquisition is intended to be effected pursuant to a scheme of arrangement, the scheme of
arrangement has lapsed (after exhausting any rights of appeal if the Court refuses to sanction the scheme of
arrangement) or has been permanently withdrawn, cancelled and terminated by Bidco (or in accordance with its
terms) without success or with the consent of the Panel or by order of the Court and (in each case) the
Acquisition is no longer proceeding (unless (i) such lapse, withdrawal, cancellation or termination is in
connection with a switch or other change from a scheme of arrangement to a takeover offer and (ii) within
20 Business Days of such event, an announcement is made or released that the Acquisition is to be undertaken
or otherwise implemented by way of a new, revised, amended, relaunched, reissued or replacement scheme of
arrangement or a takeover offer); or
(ii) if the Acquisition is to be effected by way of a takeover offer, the takeover offer has lapsed or has been
permanently withdrawn, cancelled or terminated by Bidco (or in accordance with its terms) without success or
with the consent of the Panel or by order of the Court) and (in each case) the Acquisition is no longer
proceeding (unless (i) such lapse, withdrawal, cancellation or termination is in connection with a switch or
other change from a takeover offer to a scheme of arrangement and (ii) within 20 Business Days of such event,
an announcement is made or released that the Acquisition is to be undertaken or otherwise implemented by
way of a new, revised, amended, relaunched, reissued or replacement scheme of arrangement or takeover offer);
(b) unless the Scheme Effective Date or the Offer Unconditional Date (as defined in the Kinetic Facility
Agreement) has occurred, the date falling 9 months after the date of the Kinetic Facility Agreement or (if later)
the date of announcement; and
75
(c) the earlier of (A) 5 Business Days after the Completion Date (as defined below, for such purposes
disregarding the wording in parentheses in the definition of Completion Date) and (B) the date on which the
Kinetic Facility has been utilised in full.
Under the Kinetic Facility Agreement, the “Completion Date” is defined as the date on which the Acquisition
is consummated in full and Bidco is the beneficial owner of 100% of Go-Ahead Shares and all consideration
payable in respect thereof has been paid in full (or, if the Acquisition is consummated by way of a takeover
offer and the Offer Unconditional Date (as defined in the Kinetic Facility Agreement) has occurred, the date on
which the takeover offer is closed to acceptances and Bidco is the beneficial owner of at least 90 per cent. of
the issued ordinary share capital of Go-Ahead and all Go-Ahead Shares tendered pursuant to the takeover offer
and all consideration payable in respect thereof has been paid in full).
The final repayment and termination date in relation to the Facility, is the date falling 12 months after first
drawdown under the Facility.
Interest rates and fees
The rate of interest payable on each loan drawn under the Kinetic Facility is the aggregate of the applicable
margin plus SONIA. The initial margin in respect of the Kinetic Facility is up to 7.00 per cent. per annum.
Upfront fees and commitment fees, among other fees, costs and expenses, are also payable under the terms of
the Kinetic Facility Agreement and ancillary documentation.
Guarantees and security
The secured parties under the Kinetic Facility Agreement receive the benefit of (i) guarantees granted by
Kewell (Alonso) Holdco Pty Ltd (“Kinetic Holdco”) (being the immediate holding company of the Kinetic
Borrower) and (ii) an Australian law security agreement provided by Kinetic Holdco covering all of its present
and after acquired property including the shares owned by it in the Kinetic Borrower and loans made by it to
the Kinetic Borrower (iii) an Australian law security agreement provided by the Kinetic Borrower covering all
of its present and after acquired property including shares owned by it in Gerrard Investment Topco Limited
(“Topco”) (being a holding company of Bidco in which the Kinetic Borrower and Globalvia are shareholders)
and loans made by it to Topco and (iv) an English law security agreement provided by the Kinetic Borrower
over its shares in Topco and over its rights under the joint venture agreement with Globalvia in relation to those
shares.
Representations, warranties, undertakings and events of default
The Kinetic Facility Agreement contains customary representations and warranties, affirmative and negative
covenants (including covenants in respect of financial indebtedness, disposals, security, dividends, share issues,
acquisitions and mergers and conduct of the scheme of arrangement and/or takeover offer), indemnities and
events of default, each with appropriate carve-outs and materiality thresholds and applicable to the Kinetic
Borrower and Kinetic Holdco and (in certain cases) certain of their subsidiaries including Bidco and (after
closing) members of the Go-Ahead Group.
Equity Commitment Letters
Bidco is a party to two equity commitment letters dated 13 June 2022 (the “Equity Commitment Letters”),
which set out the basis on which of Kewell (Alonso) Pty Ltd and Globalvia will invest, directly or indirectly,
their respective shares of an aggregate amount of up to £343,561,066 in Bidco in order that Bidco can use the
funds to finance the cash consideration payable under the Acquisition.
8.3 Offer-related arrangements
Confidentiality Agreement
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Confidentiality
Agreement.
Co-operation Agreement
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Co-operation
Agreement.
76
Joint Defence Agreement
See paragraph 13 of Part II (Explanatory Statement) of this Document for further details on the Joint Defence
Agreement.
9. OFFER-RELATED FEES AND EXPENSES
9.1 Fees and Expenses of Bidco
The aggregate fees and expenses expected to be incurred by Bidco and/or the Consortium (as a whole) in
connection with the Acquisition (excluding any applicable VAT and other taxes) are expected to be
approximately:
Category Amount (GBP)
Financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1–13.9 million
Financial and corporate broking advice . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1 million
(1)
Legal advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.0–7.1 million
(1)(2)
Accounting advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3–1.9 million
(2)
Public relations advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3–0.7 million
(2)
Other professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6–1.8 million
(2)
Other costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.6 million
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38.1 million
(1) The total amount payable in respect of the aggregate fees and expenses for these services depends on whether the
Acquisition becomes Effective.
(2) These costs are based, in part, on hourly rates. The figure disclosed above has been calculated based on fees invoiced
up to the Latest Practicable Date, together with an estimate of further fees to be incurred up to the Effective Date.
Certain parts of these costs may also depend on whether the Acquisition becomes Effective.
In addition, stamp duty of 0.5 per cent. on the Acquisition Price of the Go-Ahead Shares acquired
pursuant to the Acquisition will be payable by Bidco.
9.2 Go-Ahead Fees and Expenses
The aggregate fees and expenses expected to be incurred by Go-Ahead in connection with the Acquisition
(excluding any applicable VAT and other taxes) are expected to be approximately:
Category Amount (GBP)
Financial and corporate broking advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4 million
Legal advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9 million
Accounting advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nil
Public relations advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 million
Other professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 million
Other costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.1 million
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.2 million
10. FINANCING ARRANGEMENTS RELATING TO BIDCO
Bidco is financing the Acquisition Price payable under the Acquisition through a combination of equity and
debt financing.
Further information on the financing of the Acquisition, including descriptions of the Bidco Facilities
Agreement, the Kinetic Facility Agreement and the Equity Commitment Letters pursuant to which such
financing will be provided, is included at paragraph 8.2 of this Part IX (Additional Information on Go-Ahead
and Bidco) of this Document.
11. CASH CONFIRMATION
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.
77
12. PERSONS ACTING IN CONCERT
12.1 In addition to the Bidco Directors (together with their close relatives and related trusts) and the members
of the Consortium (and any related pension schemes), the persons who, for the purposes of the Code, are
acting in concert with Bidco in respect of the Acquisition and who are required to be disclosed are:
Name Registered Office Relationship with Bidco
UBS AG LB . . . . . 5 Broadgate, London EC2M 2QS,
United Kingdom
Lead Financial Adviser to Bidco and
the Consortium
UBS ESE . . . . . . . Bockenheimer Landstraße 2-4,
OpernTurm, 60306 Frankfurt am Main,
Germany
Lead Financial Adviser to Bidco and
the Consortium
UBS Securities
Australia Limited . .
Level 16 Chifley Tower, Sydney,
NSW 2000 Australia
Lead Financial Adviser to Bidco and
the Consortium
Santander . . . . . . . 2 Triton Square, London NW1 3AN,
United Kingdom
Financial adviser to Bidco and the
Consortium
12.2 In addition to the Kinetic Responsible Persons (together with their close relatives and related trusts), the
members of the Kinetic Group (and their related pension schemes) and Globalvia, the persons who, for the
purposes of the Code, are acting in concert with Kinetic in respect of the Acquisition and who are required
to be disclosed are:
Name Registered Office Relationship with Kinetic
UBS AG LB . . . . . 5 Broadgate, London EC2M 2QS,
United Kingdom
Lead Financial Adviser to Bidco and
the Consortium
UBS ESE . . . . . . . Bockenheimer Landstraße 2-4,
OpernTurm, 60306 Frankfurt am Main,
Germany
Lead Financial Adviser to Bidco and
the Consortium
UBS Securities
Australia Limited . .
Level 16 Chifley Tower, Sydney,
NSW 2000 Australia
Lead Financial Adviser to Bidco and
the Consortium
Santander . . . . . . . 2 Triton Square, London NW1 3AN,
United Kingdom
Financial adviser to Bidco and the
Consortium
12.3 In addition to the Globalvia Responsible Persons (together with their close relatives and related trusts), the
members of the Globalvia Group (and their related pension schemes) and Kinetic, the persons who, for the
purposes of the Code, are acting in concert with Globalvia in respect of the Acquisition and who are
required to be disclosed are:
Name Registered Office Relationship with Globalvia
UBS AG LB . . . . . 5 Broadgate, London EC2M 2QS,
United Kingdom
Lead Financial Adviser to Bidco and
the Consortium
UBS ESE . . . . . . . Bockenheimer Landstraße 2-4,
OpernTurm, 60306 Frankfurt am Main,
Germany
Lead Financial Adviser to Bidco and
the Consortium
UBS Securities
Australia Limited . .
Level 16 Chifley Tower, Sydney,
NSW 2000 Australia
Lead Financial Adviser to Bidco and
the Consortium
Santander . . . . . . . 2 Triton Square, London NW1 3AN,
United Kingdom
Financial adviser to Bidco and the
Consortium
12.4 Other than the Go-Ahead Directors (together with their close relatives and related trusts) and
24.3(d)(iii) members of the Go-Ahead Group, the persons who, for the purposes of the Code, are
acting in concert with Go-Ahead are:
78
Name Registered Office Relationship with Go-Ahead
Rothschild & Co . . New Court, St Swithin’s Lane,
London EC4N 8AL, United Kingdom
Lead Financial Adviser to Go-Ahead
Investec . . . . . . . . 30 Gresham Street,
London EC2V 7QP, United Kingdom
Financial Adviser and Joint Corporate
Broker to Go-Ahead
Peel Hunt . . . . . . . 7
th
Floor, 100 Liverpool Street,
London EC2M 2AT, United Kingdom
Financial Adviser and Joint Corporate
Broker to Go-Ahead
13. NO SIGNIFICANT CHANGE
Save as disclosed in paragraph 8 (Go-Ahead Current Trading) of Part I (Letter from the Chair of Go-Ahead)
and Part VI (Go-Ahead Profit Estimates) of this Document, there has been no significant change in the
financial or trading position of Go-Ahead since 1 January 2022 being the date to which Go-Ahead’s last
unaudited half year results were prepared.
14. CONSENT
Each of Rothschild & Co, Investec, Peel Hunt LLP, UBS and Santander has given and not withdrawn its
written consent to the issue of this Document with the inclusion of references to its name in the form and
context in which they are included.
15. DOCUMENTS INCORPORATED BY REFERENCE
15.1 Parts of other documents are incorporated by reference into, and form part of, this Document.
15.2 Part V (Financial and Ratings Information) of this Document sets out which sections of certain documents
are incorporated by reference into, and form part of, this Document.
15.3 A person who has received this Document may request a hard copy of such documents incorporated by
reference. A copy of any such documents or information incorporated by reference will not be sent to such
persons unless requested, free of charge, by contacting Go-Ahead’s registrars, Equiniti, either in writing to
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, or by calling
the Shareholder Helpline on 0333 207 6524, stating your name and the address to which the hard copy
should be sent. 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.
16. DOCUMENTS AVAILABLE FOR INSPECTION
16.1 Copies of the following documents will be available for viewing on Go-Ahead’s website at
https://www.go-ahead.com/investors and Bidco’s website at https://www.gerrardbid.com by no later than
12:00 noon on the Business Day following the date of publication of this Document (subject to any
applicable restrictions relating to persons resident in Restricted Jurisdictions):
16.1.1 this Document;
16.1.2 the Forms of Proxy;
16.1.3 the memorandum and articles of association of each of Go-Ahead and Bidco;
16.1.4 a draft of the articles of association of Go-Ahead as proposed to be amended at the General
Meeting;
16.1.5 the 2.7 Announcement;
16.1.6 the financial information relating to Go-Ahead referred to in Part A (Financial information
relating to Go-Ahead) of Part V (Financial and Ratings Information) of this Document;
16.1.7 the written consents referred to in paragraph 15 above;
16.1.8 the material contracts referred to in paragraph 8 above of this Part IX (Additional Information on
Go-Ahead and Bidco) to the extent they were entered into in connection with the Acquisition;
16.1.9 the Confidentiality Agreement;
79
16.1.10 the Joint Defence Agreement;
16.1.11 the Co-operation Agreement;
16.1.12 the Bid Conduct Agreement;
16.1.13 the Kinetic Facility Agreement;
16.1.14 the Bidco Facilities Agreement;
16.1.15 the Equity Commitment Letters; and
16.1.16 copies of the irrevocable undertakings referred to in paragraph 5 of this Part IX (Additional
Information on Go-Ahead and Bidco) above.
17. SOURCES OF INFORMATION AND BASES OF CALCULATION
(A) As at the Latest Practicable Date, there were 47,079,620 Go-Ahead Shares in issue. The International
Securities Identification Number for Go-Ahead Shares is GB0003753778.
(B) Any references to the issued and to be issued share capital of Go-Ahead are based on:
(i) the 47,079,620 Go-Ahead Shares referred to in paragraph (A) above less the 3,902,230 Go Ahead
Shares held in treasury; and
(ii) zero Go-Ahead Shares needing to be issued on or after the date of this Document to satisfy the
exercise of Options pursuant to the Go-Ahead Share Plans.
(C) The value of the Acquisition is based on the aggregate of the Acquisition Price of 1,450 pence per
Go-Ahead Share and Special Dividend of 50 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 (B) above).
(D) The Closing Prices are taken from the Daily Official List of the London Stock Exchange
(E) Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest
one decimal place.
(F) Unless otherwise stated, the financial information relating to Go-Ahead is extracted from:
(i) the audited consolidated financial statements of Go-Ahead for the financial year to 3 July 2021,
prepared in accordance with IFRS;
(ii) the unaudited half year results for the six months ended 1 January 2022, prepared in accordance with
IFRS.
(G) 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.
(H) The enterprise value of Go-Ahead implied by the Acquisition Value is calculated on the basis of:
(i) 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 publication of the
2.7 Announcement on 13 June 2022 on the exercise of Options under the Go-Ahead Share Plan)
multiplied by the aggregate of the Acquisition Price of 1,450 pence per Go-Ahead Share and Special
Dividend of 50 pence per Go-Ahead Share; plus
(ii) 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.
(I) 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 (H) above) divided by the pre-IFRS16 EBIT (as set out in
paragraph (G) above).
11 July 2022
80
PART X
DEFINITIONS
2.7 Announcement . . . . . . . . . . . . . the announcement made by Bidco on 13 June 2022 of its firm
intention to make a cash offer for Go-Ahead;
2021 Go-Ahead Annual Report . . . . the annual report and audited accounts of the Go-Ahead Group for
the 53 weeks ended 3 July 2021;
2022 Go-Ahead Half Year Results . . the half year results of Go-Ahead for the period 4 July 2021 to
1 January 2022, published on 27 April 2022;
Acquisition . . . . . . . . . . . . . . . . . . the proposed cash acquisition of the entire issued, and to be issued,
share capital of Go-Ahead by Bidco (other than any Excluded
Shares) to be implemented by way of the Scheme or, should Bidco
so elect (with the consent of the Panel and subject to the terms of
the Co-operation Agreement) by way of the Takeover Offer, and,
where the context admits, any subsequent revision, variation,
extension or renewal thereof;
Acquisition Price . . . . . . . . . . . . . . 1,450 pence per Go-Ahead Share held at the Scheme Record Time;
Acquisition Value . . . . . . . . . . . . . . 1,500 pence per Go-Ahead Share held at the Scheme Record Time,
being the sum of the Acquisition Price and the Special Dividend;
Articles of Association . . . . . . . . . . the articles of association of Go-Ahead from time to time;
Authorisations . . . . . . . . . . . . . . . . regulatory authorisations, orders, recognitions, grants, consents,
clearances, confirmations, certificates, licences, permissions or
approvals;
Bid Conduct Agreement . . . . . . . . . the agreement between Globalvia and Kewell (Alonso) Pty Ltd
relating to bid conduct in connection with the Acquisition, dated
13 June 2022;
Bidco . . . . . . . . . . . . . . . . . . . . . . Gerrard Investment Bidco Limited;
Bidco Directors . . . . . . . . . . . . . . . the directors of Bidco whose names are set out in paragraph 2.2 of
Part IX (Additional Information on Go-Ahead and Bidco);
Bidco Facilities Agreement . . . . . . . the £292,800,000 senior facilities agreement entered into between,
inter alia, Bidco as the company, Gerrard Investment Parent
Limited as holdco, Banco Santander S.A., London Branch as
arranger, the Original Lenders (as defined therein), Banco
Santander S.A., London Branch as agent and Banco
Santander S.A., London Branch as security agent to provide,
among other things, funding for the Acquisition;
Bidco Group . . . . . . . . . . . . . . . . . Bidco and its subsidiary undertakings (including Bidco) and where
the context permits, each of them;
Blocking Law . . . . . . . . . . . . . . . . (i) any provision of Council Regulation (EC) No 2271/1996 of
22 November 1996 (or any law or regulation implementing such
Regulation in any member state of the European Union); or (ii) any
provision of Council Regulation (EC) No 2271/1996 of
22 November 1996, as it forms part of domestic law of the
United Kingdom by virtue of the European Union (Withdrawal)
Act 2018;
Business Day . . . . . . . . . . . . . . . . . a day (other than Saturdays, Sundays and public holidays in
England) on which banks are open for business in London;
certificated or in certificated form . . a share or other security which is not in uncertificated form (that is,
not in CREST);
CGT . . . . . . . . . . . . . . . . . . . . . . UK capital gains tax;
81
Closing Price . . . . . . . . . . . . . . . . the closing middle market price of a Go-Ahead Share as derived
from the Daily Official List on any particular date;
Code or Takeover Code . . . . . . . . . the City Code on Takeovers and Mergers;
Companies Act . . . . . . . . . . . . . . . the Companies Act 2006, as amended from time to time;
Conditions . . . . . . . . . . . . . . . . . . the conditions to the implementation of the Acquisition, as set out
in Part III (Conditions to the Implementation of the Scheme and to
the Acquisition) of this Document;
Confidentiality Agreement . . . . . . . . the confidentiality agreement entered into between Kinetic,
Globalvia and Go-Ahead in relation to the Transaction dated
12 May 2022 as described in paragraph 13 of Part II (Explanatory
Statement) of this Document;
Consortium . . . . . . . . . . . . . . . . . . Kinetic and Globalvia (each a “Consortium Member”);
Co-operation Agreement . . . . . . . . . the agreement dated 13 June 2022 between Bidco and Go-Ahead
relating to, among other things, the implementation of the
Acquisition, as described in paragraph 13 of Part II (Explanatory
Statement) of this Document;
Court . . . . . . . . . . . . . . . . . . . . . . the High Court of Justice in England and Wales;
Court Meeting . . . . . . . . . . . . . . . . the meeting of Scheme Shareholders convened pursuant to an order
of the Court pursuant to section 896 of the Companies Act, notice
of which is set out in Part XI (Notice of Court Meeting) of this
Document, for the purpose of considering and, if thought fit,
approving (with or without modification) the Scheme, including
any adjournment, postponement or reconvention thereof;
Court Order . . . . . . . . . . . . . . . . . the order of the Court sanctioning the Scheme under section 899 of
the Companies Act;
Court Sanction Hearing . . . . . . . . . the hearing by the Court of the application to sanction the Scheme
under Part 26 of the Companies Act;
Court Sanction Hearing Date . . . . . the date of the Court Sanction Hearing;
CREST . . . . . . . . . . . . . . . . . . . . the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001/3755) (including as it forms part of the
domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018) in respect of which Euroclear is the
Operator (as defined in said Regulations);
CREST Applications Host . . . . . . . . the communication hosting system operated by Euroclear;
CREST Manual . . . . . . . . . . . . . . . the CREST Manual published by Euroclear, as amended from time
to time;
CREST Proxy Instruction . . . . . . . . has the meaning given to it in pages 9 to 12 (Action to be Taken);
CREST Regulations . . . . . . . . . . . . the Uncertificated Securities Regulations 2001 (SI 2001/3755)
(including as it forms part of domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2019), as
amended from time to time (including by means of the
Uncertificated Securities (amendment and EU Exit) Regulations
2019 (SI 2019/679));
CREST sponsor . . . . . . . . . . . . . . . a CREST participant admitted to CREST as a CREST sponsor;
CREST sponsored member . . . . . . . a CREST member admitted to CREST as a sponsored member
(which includes all CREST Personal Members);
Dealing Disclosure . . . . . . . . . . . . . has the same meaning as in Rule 8 of the Code;
DfT . . . . . . . . . . . . . . . . . . . . . . . the UK government Department for Transport;
82
Disclosed . . . . . . . . . . . . . . . . . . . the information disclosed by, or on behalf of Go-Ahead, (i) in the
annual report and accounts of the Go-Ahead Group for the
financial year ended 3 July 2021; (ii) the interim results of the
Go-Ahead Group for the six month period ending on 1 January
2022; (iii) in the 2.7 Announcement (or any of the documents listed
in paragraph 18 of the 2.7 Announcement) (iv) in this Document;
(v) in any other announcement to a Regulatory Information Service
by, or on behalf of Go-Ahead prior to the publication of this
Document; or (vi) as otherwise fairly disclosed to Bidco (or its
respective officers, employees, agents or advisers) prior to the date
of this Document including in the virtual data room operated by or
on behalf of Go-Ahead in connection with the Acquisition;
Disclosure Period . . . . . . . . . . . . . . the period from 13 June 2021 to the Latest Practicable Date;
Disclosure Guidance and
Transparency Rules . . . . . . . . . . . the disclosure guidance and transparency rules of the FCA made
under section 73A of FSMA and forming part of the FCA’s
Handbook of rules and guidance, as amended from time to time;
Document . . . . . . . . . . . . . . . . . . . this document dated 11 July 2022 addressed to Go-Ahead
Shareholders containing the Scheme and the Explanatory
Statement;
DSBP . . . . . . . . . . . . . . . . . . . . . . the Go-Ahead Deferred Share Plan, as amended from time to time;
EBT . . . . . . . . . . . . . . . . . . . . . . the Go-Ahead Employee Trust;
Effective . . . . . . . . . . . . . . . . . . . . in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme,
the Scheme having become effective pursuant to its
terms; or
(b) if the Acquisition is implemented by way of a Takeover
Offer (with the Panel’s consent and subject to and in
accordance with the terms of the Co-operation
Agreement), such Takeover Offer having been declared
and become unconditional in accordance with the Code;
Effective Date . . . . . . . . . . . . . . . . the date on which the Acquisition becomes Effective;
Enlarged Group . . . . . . . . . . . . . . the combined Go-Ahead Group and Wider Bidco Group following
completion of the Acquisition;
Equiniti or Registrar . . . . . . . . . . . Equiniti Limited, Go-Ahead’s registrars;
Equity Commitment Letters . . . . . . has the meaning given to it in paragraph 8.2 of Part IX (Additional
Information on Go-Ahead and Bidco);
ESG . . . . . . . . . . . . . . . . . . . . . . environmental, social and governance;
Euroclear . . . . . . . . . . . . . . . . . . . Euroclear UK & International Limited;
Excluded Shares . . . . . . . . . . . . . . any Go-Ahead Shares which are:
(i) registered in the name of or beneficially owned by: (1) Bidco
and/or any member of the Wider Bidco Group; and/or (2) any
nominee of the foregoing; or (ii) held in treasury, in each case, at
any relevant date or time;
Explanatory Statement . . . . . . . . . . the explanatory statement (in compliance with section 897 of the
Companies Act) relating to the Scheme, as set out in this
Document;
FCA or Financial Conduct Authority the Financial Conduct Authority acting in its capacity as the
competent authority for the purposes of Part VI of the UK
Financial Services and Markets Act 2000;
83
Form(s) of Proxy . . . . . . . . . . . . . . either or both (as the context demands) of the BLUE Form of
Proxy in relation to the Court Meeting and/or the YELLOW Form
of Proxy in relation to the General Meeting;
General Meeting . . . . . . . . . . . . . . the general meeting of Go-Ahead Shareholders, convened by the
notice set out in Part XII (Notice of General Meeting) of this
Document, including any adjournment, postponement or
reconvening thereof, for the purposes of considering and, if
thought fit, approving the Special Resolution;
Globalvia . . . . . . . . . . . . . . . . . . . Globalvia Inversiones S.A.U.;
Globalvia Responsible Persons . . . . . the individuals whose names are set out in paragraph 2.4 of Part IX
(Additional Information on Go-Ahead and Bidco) of this
Document;
Go-Ahead or Company . . . . . . . . . . The Go-Ahead Group plc, a company incorporated in England and
Wales with registered number 02100855;
Go-Ahead Board . . . . . . . . . . . . . . the board of directors of Go-Ahead from time to time;
Go-Ahead Directors . . . . . . . . . . . . the Go-Ahead Executive Directors and Go-Ahead Non-Executive
Directors, whose names are set out in paragraph 2.1 of Part IX
(Additional Information on Go-Ahead and Bidco) of this
Document;
Go-Ahead Executive Director(s) . . . . Christian Schreyer (the Group Chief Executive) and Sarah
Mussenden (the Group Chief Financial Officer);
Go-Ahead Group . . . . . . . . . . . . . . Go-Ahead and its subsidiaries and subsidiary undertakings and,
where the context permits, each of them;
Go-Ahead Non-Executive Director(s) . Clare Hollingsworth (Non-Executive Chair), David Blackwood
(Senior Independent Director), Dominic Lavelle (Audit Committee
Chair), Leanne Wood (Remuneration Committee Chair) and Harry
Holt;
Go-Ahead Remuneration Committee . the remuneration committee of the board of directors of Go-Ahead;
Go-Ahead Remuneration Policy . . . . the directors’ remuneration policy approved by Go-Ahead
Shareholders from time to time;
Go-Ahead Share Plans . . . . . . . . . . the LTIP, the DSBP and the SIP;
Go-Ahead Shareholders or
Shareholders . . . . . . . . . . . . . . . the holders of Go-Ahead Shares from time to time;
Go-Ahead Shares . . . . . . . . . . . . . . ordinary shares of 10 pence each in the capital of Go-Ahead;
GTR . . . . . . . . . . . . . . . . . . . . . . Govia Thameslink Railway;
HMRC . . . . . . . . . . . . . . . . . . . . . HM Revenue and Customs or its successor from time to time;
IFRS . . . . . . . . . . . . . . . . . . . . . . International Financial Reporting Standards;
Investec . . . . . . . . . . . . . . . . . . . . Investec Bank plc;
Joint Defence Agreement . . . . . . . . the joint defence agreement between Bidco, Go-Ahead and their
respective external legal counsels dated 16 June 2022, a summary
of which is set out in paragraph 13 of Part II (Explanatory
Statement) of this Document;
Kelsian . . . . . . . . . . . . . . . . . . . . Kelsian Group Limited;
Kinetic . . . . . . . . . . . . . . . . . . . . . Kinetic TCo Pty Ltd;
Kinetic Facility Agreement . . . . . . . the £182,000,000 syndicated facility agreement entered into
between Kewell (Alonso) Pty Ltd as borrower, MUFG
Bank, Ltd, as arranger and lender, Global Loan Agency Services
Australia Pty Ltd as agent and Global Loan Agency Services
84
Australia Nominees Pty Ltd as security trustee to provide, among
other things, funding for the Acquisition;
Kinetic Responsible Persons . . . . . . the individuals whose names are set out in paragraph 2.3 of Part IX
(Additional Information on Go-Ahead and Bidco) of this
Document;
Latest Practicable Date . . . . . . . . . . close of business on 7 July 2022, being the latest practicable date
before publication of this Document;
Listing Rules . . . . . . . . . . . . . . . . . the rules and regulations made by the Financial Conduct Authority
under the Financial Services and Markets Act 2000 (as amended),
and contained in the publication of the same name, as amended
from time to time;
London Stock Exchange . . . . . . . . . London Stock Exchange plc;
Long Stop Date . . . . . . . . . . . . . . . 14 January 2023, or such later date as may be agreed by Bidco and
Go-Ahead (with the Panel’s consent and as the Court may approve
(if such approval(s) are required));
LSER . . . . . . . . . . . . . . . . . . . . . London & South Eastern Railway Limited;
LTIP . . . . . . . . . . . . . . . . . . . . . . the Go-Ahead Long Term Incentive Plan 2015, as amended from
time to time;
Market Abuse Regulation . . . . . . . . Regulation (EU) No 596/2014, as it forms part of domestic law of
the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018;
Meeting(s) . . . . . . . . . . . . . . . . . . the Court Meeting and the General Meeting, or either of them as
the context may require;
Network Rail . . . . . . . . . . . . . . . . Network Rail Limited;
Offer Period . . . . . . . . . . . . . . . . . the offer period (as defined by the Code) relating to Go-Ahead,
which commenced on 13 June 2022, and ending on the earlier of
the date on which it is announced that the Scheme has become
Effective and/or the date on which it is announced that the Scheme
has lapsed or has been withdrawn (or such other date as the
Takeover Code may provide or the Panel may decide);
Official List or Daily Official List . . the Official List published by the London Stock Exchange;
Opening Position Disclosure . . . . . . has the same meaning as in Rule 8 of the Code;
Options . . . . . . . . . . . . . . . . . . . . all options outstanding under the Go-Ahead Share Plans from time
to time which, for the avoidance of doubt, shall not include shares
held within the SIP;
Overseas Shareholders . . . . . . . . . . Go-Ahead Shareholders (or nominees of, or custodians or trustees
for Go-Ahead Shareholders) not resident in, or nationals or citizens
of the United Kingdom;
Panel . . . . . . . . . . . . . . . . . . . . . . the Panel on Takeovers and Mergers;
Pension Schemes . . . . . . . . . . . . . . the Go-Ahead Group Pension Plan and the EYMS Group Pension
Plan;
PRA . . . . . . . . . . . . . . . . . . . . . . the Prudential Regulation Authority;
Registrar of Companies . . . . . . . . . the Registrar of Companies in England and Wales;
Regulatory Information Service . . . . any information service authorised from time to time by the FCA
for the purpose of disseminating regulatory announcements;
Restricted Jurisdiction . . . . . . . . . . any jurisdiction where local laws or regulations may result in a
significant risk of civil, regulatory or criminal exposure if
information concerning the Acquisition is sent or made available
to Go-Ahead Shareholders;
85
Rothschild & Co . . . . . . . . . . . . . . N.M. Rothschild & Sons Limited;
S&P . . . . . . . . . . . . . . . . . . . . . . Standard & Poor’s Ratings Services;
Santander . . . . . . . . . . . . . . . . . . . Banco Santander, S.A.;
Scheme or Scheme of Arrangement . the proposed scheme of arrangement under Part 26 of the
Companies Act between Go-Ahead and Scheme Shareholders in
connection with the Acquisition, as set out in Part IV (Scheme of
Arrangement) of this Document, with or subject to any
modification, addition or condition approved or imposed by the
Court and agreed by Go-Ahead and Bidco;
Scheme Document . . . . . . . . . . . . . means this circular to (among others) Go-Ahead Shareholders
setting out (among other things) details of the Acquisition, the full
terms and conditions of the Scheme and the explanatory statement
required pursuant to Part 26 of the Companies Act and
incorporating the notices convening the Court Meeting and the
Go-Ahead General Meeting, including any revised or
supplementary circular, published by Go-Ahead on 11 July 2022;
Scheme Record Time . . . . . . . . . . . 6.00 p.m. on the Business Day immediately after the date on which
the Court makes the Court Order (or such other date and/or time as
Bidco and Go-Ahead may agree)
Scheme Shareholders . . . . . . . . . . . holders of Scheme Shares and a “Scheme Shareholder” shall mean
any one of those Scheme Shareholders;
Scheme Shares . . . . . . . . . . . . . . . means the Go-Ahead Shares:
(i) in issue at the date of this Document;
(ii) (if any) issued after the date of this Document but prior
to the Voting Record Time; and
(iii) (if any) issued at or after the Voting Record Time but
prior to the Scheme Record Time either on terms that the
original or any subsequent holder thereof shall be bound
by this Scheme or shall by such time have agreed in
writing to be bound by this Scheme;
in each case (where the context requires), remaining in issue at the
Scheme Record Time but excluding any Excluded Shares;
SDRT . . . . . . . . . . . . . . . . . . . . . stamp duty reserve tax;
Share Plan Notices . . . . . . . . . . . . . has the meaning given to it in paragraph 8 of Part II (Explanatory
Statement) of this Document;
Shareholder Helpline . . . . . . . . . . . the helpline set up by Equiniti, further details of which are
provided in paragraph 19 of Part II (Explanatory Statement);
Significant Interest . . . . . . . . . . . . . in relation to an undertaking, a direct or indirect interest of
20 per cent. or more of the total voting rights conferred by the
equity share capital (as defined in section 548 of the Companies
Act) of such undertaking;
SIP . . . . . . . . . . . . . . . . . . . . . . . the Go-Ahead Share Incentive Plan as amended from time to time;
Special Dividend . . . . . . . . . . . . . . a special dividend of 50 pence per Go-Ahead Share held at the
Scheme Record Time, in lieu of a final dividend for the year
ending 2 July 2022, which the Go-Ahead Directors have resolved,
on or around the date of this Document to pay in connection with
the Acquisition;
Special Resolution . . . . . . . . . . . . . the special resolution to be approved at the General Meeting in
connection with, among other things, the approval of the Scheme
and the alteration of the Articles of Association of Go-Ahead by
the adoption and inclusion of a new article under which any
Go-Ahead Shares issued or transferred after the Scheme Record
86
Time (other than to Bidco and/or its nominees) shall be
automatically transferred to Bidco (or as it may direct) (and,
where applicable, for consideration to be paid to the transferee or
to the original recipient of the Go-Ahead Shares so transferred or
issued) on the same terms as the Acquisition (other than terms as to
timings and formalities) and such other matters as may be
necessary to implement the Scheme and the delisting of
Go-Ahead Shares;
Takeover Offer . . . . . . . . . . . . . . . if (subject to the consent of the Panel and subject to and in
accordance with the terms of the Co-operation Agreement), Bidco
elects to effect the Acquisition by way of a takeover offer (as
defined in Chapter 3 of Part 29 of the Companies Act), the offer to
be made by or on behalf of Bidco to acquire the issued and to be
issued ordinary share capital of Go-Ahead on the terms and subject
to the conditions to be set out in the related offer document (and,
where the context admits, any subsequent revision, variation,
extension or renewal of such offer);
TfL . . . . . . . . . . . . . . . . . . . . . . . Transport for London;
Third Party . . . . . . . . . . . . . . . . . each of a central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental, administrative, fiscal or investigative body, court,
trade agency, association, institution, environmental body,
employee representative body or any other body or person
whatsoever in any jurisdiction;
UBS AG LB . . . . . . . . . . . . . . . . . UBS AG London Branch;
UBS ESE . . . . . . . . . . . . . . . . . . . UBS Europe SE;
uncertificated or in uncertificated
form . . . . . . . . . . . . . . . . . . . . . in relation to a share or other security, a share or other security
which is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which, by virtue of the Regulations, may be transferred by
means of CREST;
Undisturbed Closing Price . . . . . . . . has the meaning given to it in paragraph 2 of Part I (Letter from
the Chair of Go-Ahead) of this Document;
United Kingdom or UK . . . . . . . . . the United Kingdom of Great Britain and Northern Ireland;
United States or US . . . . . . . . . . . . the United States of America, its territories and possessions, any
state of the United States of America, the District of Columbia and
all other areas subject to its jurisdiction and any political
sub-division thereof;
US Exchange Act . . . . . . . . . . . . . . the United States Securities Exchange Act 1934, as amended;
Voting Record Time . . . . . . . . . . . . 6:30 p.m. on the day which is two Business Days before the date
of the Court Meeting or if the Court Meeting is adjourned,
6.30 p.m. on the day which is two Business Days before such
adjourned meeting;
Wider Bidco Directors . . . . . . . . . . the directors of the members of the Wider Bidco Group at the time
of this Document or, where the context so requires, the directors of
the members of the Wider Bidco Group from time to time;
Wider Bidco Group . . . . . . . . . . . . each of Bidco, Kinetic and Globalvia, their subsidiary undertakings
and associated undertakings, and any other body corporate,
partnership, joint venture or person in which any of them
(aggregating their interests) have a Significant Interest;
87
Wider Go-Ahead Group . . . . . . . . . Go-Ahead, its subsidiary undertakings and associated undertakings
and any other body corporate, partnership, joint venture or person
in which Go-Ahead and such undertakings (aggregating their
interests) have a Significant Interest.
For the purposes of this Document, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated
undertaking” have the respective meanings given thereto by the Companies Act.
All references to “pounds”, “pounds Sterling”, “Sterling”, “£”, “pence”, “penny” and “p” are to the lawful
currency of the United Kingdom.
All the times referred to in this Document are London times unless otherwise stated.
References to the singular include the plural and vice versa.
88
PART XI
NOTICE OF COURT MEETING
IN THE HIGH COURT OF JUSTICE CR-2022-001823
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMPANIES COURT (ChD)
IN THE MATTER OF THE GO-AHEAD GROUP PLC
and
IN THE MATTER OF THE COMPANIES ACT 2006
NOTICE IS HEREBY GIVEN that, by an order dated 8 July 2022 made in the above matters, the Court has
given permission for a meeting (the “Court Meeting”) to be convened of the holders of Scheme Shares as at
the Voting Record Time (each as defined in the Scheme (as defined below)) for the purpose of considering and,
if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made pursuant
to Part 26 of the Companies Act 2006 (the “Companies Act”) between The Go-Ahead Group plc (the
“Company”) and the holders of Scheme Shares (the “Scheme”) and that such meeting will be held at Herbert
Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG at 10.00 a.m. on 8 August 2022.
A copy of the Scheme and a copy of the explanatory statement required to be published pursuant to section 897
of the Companies Act are incorporated in the Document of which this notice forms part.
Unless the context requires otherwise, any capitalised term used but not defined in this notice shall have the
meaning given to such term in the Document of which this notice forms part.
Voting on the resolution to approve the Scheme will be by poll, which shall be conducted as the Chair of the
Court Meeting may determine.
Any changes to the arrangements for the Court Meeting will be communicated to you before the Court
Meeting, through Go-Ahead’s website at https://www.go-ahead.com/investors and by announcement through a
Regulatory Information Service.
Right to Appoint a Proxy; Procedure for Appointment
Voting at the Court Meeting will be by poll. It is important that, for the Court Meeting, 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. Scheme Shareholders entitled to attend and vote at the Court Meeting may vote in
person or they may appoint another person, whether a member of the Company or not, as their proxy to attend
and vote at the Court Meeting. Scheme Shareholders are strongly encouraged to submit proxy appointments
and instructions for the Court Meeting as soon as possible, using any of the methods (by post, online or
electronically through CREST) set out below.
The completion and return of the BLUE Form of Proxy by post (or transmission of a proxy appointment or
voting instruction electronically, online, through CREST, Proxymity or by any other procedure described
below) will not prevent you from attending and voting at the Court Meeting if you are entitled to and wish to
do so.
(a) Sending BLUE Form of Proxy by post
A BLUE Form of Proxy, for use at the Court Meeting, has been provided with this Notice of Court Meeting.
Instructions for its use are set out on the form. It is requested that the BLUE Form of Proxy (together with any
power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be
returned to the Company’s registrars, Equiniti, by post to Equiniti, Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA, so as to be received as soon as possible and ideally not later than 10.00 a.m. on 4 August
2022 (or, in the case of an adjournment of the Court Meeting, 48 hours (excluding any part of such 48 hour
period falling on a non-working day) before the time appointed for the adjourned meeting).
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: [email protected]; 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).
89
(b) Online appointment of proxies
As an alternative to completing and returning the printed BLUE Form of Proxy, proxies may be appointed
electronically via Equiniti’s online facility by logging on to the following website: www.sharevote.co.uk and
following the instructions therein. Alternatively, if you have already registered with Equiniti’s online portfolio
service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. You will need your
Username/ID and Password to log in to the portal. Once you have accessed this click ‘View’ on the ‘My
Investments’ page and then click on the link to vote. Full instructions are given on both websites.
For an electronic proxy appointment to be valid, the appointment must be received by Equiniti not later than
48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time fixed for the
Court Meeting (as set out in paragraph (a) above) or any adjournment thereof. If the electronic proxy
appointment is not received by this time, the BLUE Form of Proxy may be: (i) scanned and emailed to Equiniti
representative who will be present at the Court Meeting, any time prior to the commencement of the Court
Meeting (or any adjournment thereof).
(c) Electronic appointment of proxies through CREST and Proxymity
If you hold Scheme Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for
the Court Meeting (or any adjournment thereof) using the CREST electronic proxy appointment service, you
may do so by using the procedures described in the CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed any voting service provider(s),
should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate
action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with the
specifications of Euroclear and must contain the information required for such instructions as described in the
CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an
amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted
so as to be received by Equiniti (ID: RA19) not later than 48 hours (excluding any part of such 48 hour period
falling on a non-working day) before the time fixed for the Court Meeting or any adjournment thereof (as set
out in (a) above). For this purpose, the time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host) from which Equiniti are able to retrieve
the message by enquiry to CREST in the manner prescribed by CREST. If the CREST proxy appointment or
instruction is not received by this time, the BLUE Form of Proxy may be: (i) scanned and emailed to Equiniti
representative who will be present at the Court Meeting, any time prior to the commencement of the Court
Meeting (or any adjournment thereof).
CREST members and, where applicable, their CREST sponsors or voting service providers should note that
Euroclear does not make available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST
sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. For further information on the logistics of
submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the CREST Regulations.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on
4 August 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need
to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as
you will be bound by them and they will govern the electronic appointment of your proxy.
90
Voting Record Time
Entitlement to attend and vote at (in person or by proxy) the Court Meeting or any adjournment thereof and the
number of votes which may be cast at the Court Meeting will be determined by reference to the register of
members of the Company at 6.30 p.m. on 4 August 2022 or, if the Court Meeting is adjourned, 6.30 p.m. on
the date which is two Business Days before the date fixed for the adjourned meeting. Changes to the register of
members after the relevant time shall be disregarded in determining the rights of any person to attend and vote
at (in person or by proxy) the Court Meeting.
Joint Holders
In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or
by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority
will be determined by the order in which the names stand in the register of members of the Company in respect
of the joint holding.
Corporate Representatives
As an alternative to appointing a proxy, any holder of Scheme Shares which is a corporation may appoint one
or more corporate representatives who may exercise on its behalf all its powers as a member, provided that if
two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise
the power in the same way as each other, the power is treated as exercised in that way, and in other cases the
power is treated as not exercised.
By the said order, the Court has appointed Clare Hollingsworth or, failing her, David Blackwood, or failing
him, any other Go-Ahead Director to act as Chair of the Court Meeting and has directed the chair to report the
result of the Court Meeting to the Court.
The Scheme of Arrangement will be subject to the subsequent sanction of the Court.
Dated 11 July 2022
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London EC2A 2EG
Solicitors for the Company
Nominated Persons
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies
Act 2006 to enjoy information rights (a “Nominated Person”) does not, in that capacity, have a right to
appoint a proxy, such right only being exercisable by shareholders of the Company. However, Nominated
Persons may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a
right to be appointed (or to have someone else appointed) as a proxy for the Court Meeting. If a Nominated
Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such
agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
91
PART XII
NOTICE OF GENERAL MEETING
The Go-Ahead Group plc
(Registered in England and Wales No. 02100855)
(the “Company”)
Notice is hereby given that a general meeting of The Go-Ahead Group plc (the “Company”) will be held at
Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG at 10.15 a.m. on 8 August
2022 (or as soon thereafter as the Court Meeting (as defined in Part X (Definitions) of the Document of which
this notice forms part) concludes or is adjourned) for the purpose of considering and, if thought fit, passing the
following resolution, which will be proposed as a special resolution.
Unless the context requires otherwise, any capitalised term used but not defined in this Notice of General
Meeting shall have the meaning given to such term in the Document of which this Notice of General Meeting
forms part.
SPECIAL RESOLUTION
(1) THAT:
(A) for the purpose of giving effect to the scheme of arrangement dated 11 July 2022 (as amended or
supplemented) (the “Scheme”) between the Company and the holders of Scheme Shares (as defined
in the Scheme), a copy of which has been produced to this meeting and for the purposes of
identification signed by the Chair of this meeting, in its original form or with or subject to any
modification, addition, or condition agreed by the Company and Gerrard Investment Bidco Limited
and approved or imposed by the High Court of Justice of England and Wales, the directors of the
Company (or a duly authorised committee thereof) be authorised to take all such action as they may
consider necessary or appropriate for carrying the Scheme into effect; and
(B) with effect from the passing of this resolution, the articles of association of the Company be and are
hereby amended by the adoption and inclusion of the following new Article 158:
“158 Scheme of Arrangement
158.1 In this Article 158, references to the “Scheme” are to the Scheme of Arrangement under
Part 26 of the Companies Act 2006 between the Company and the holders of Scheme
Shares (as defined in the Scheme) dated 11 July 2022 (with or subject to any modification,
addition or condition approved or imposed by the Court and agreed by the Company and
Gerrard Investment Bidco Limited (“Bidco”)) and (save as defined in this article) terms
defined in the Scheme shall have the same meanings in this article.
158.2 Notwithstanding any other provisions in these articles, if the Company issues or transfers
out of treasury any Go-Ahead Shares (other than to Bidco, any subsidiary or subsidiary
undertaking of Bidco, or any nominee of Bidco (each a “Bidco Company”)) on or after the
date of the adoption of this Article 158 and prior to the Scheme Record Time (as defined in
the Scheme) such Go-Ahead Shares shall be issued or transferred subject to the terms of the
Scheme (and shall be Scheme Shares for the purposes thereof) and the original holder or
subsequent holders of such Go-Ahead Shares shall be bound by the Scheme accordingly.
158.3 Notwithstanding any other provision of these articles, subject to the Scheme becoming
Effective, any shares issued or transferred out of treasury to any person (other than a Bidco
Company or its nominee(s)) at or after the Scheme Record Time (a “New Member”) (each
a “Post-Scheme Share”) shall be issued or transferred on terms that they shall (on the
Effective Date or, if later, on issue or transfer (but subject to the terms of Article 158.4
below)), be immediately transferred to Bidco (or such person as it may direct) (the
“Purchaser”), who shall be obliged to acquire each Post-Scheme Share in consideration of
and conditional upon the payment by or on behalf of Bidco to the New Member of an
amount in cash per Post-Scheme Share equal to the Acquisition Price to which a New
Member would have been entitled had such Post-Scheme Share been a Scheme Share
(provided that such transfer to the Purchaser shall occur in relation to a Post-Scheme Share
issued to the trustee of the Go-Ahead Employee Trust following the transfer of the
92
beneficial interest in such Post-Scheme Share to a beneficiary of the Go-Ahead Employee
Trust).
158.4 Any person who is beneficially entitled to shares issued or transferred to a New Member
(other than, for the avoidance of doubt, a person who becomes beneficially entitled to
shares by virtue of a transfer pursuant to this Article 158.4) may, prior to the issue or
transfer of Post-Scheme Shares to the New Member pursuant to the exercise of an option
under one of the Go-Ahead Share Plans (as defined in the Scheme), give not less than five
Business Days’ written notice to the Company in such manner as the board shall prescribe
of his or her intention to transfer the ownership of some or all of such Post-Scheme Shares
to his or her spouse or civil partner and may, if such notice has been validly given, on such
Post-Scheme Shares being issued or transferred to him or her, immediately transfer to his or
her spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme
Shares (including both legal and beneficial ownership thereof) will then be immediately
transferred to the Purchaser pursuant to Article 158.3 above. If notice has been validly
given pursuant to this Article 158.4 but the beneficial owner does not immediately transfer
to his or her spouse or civil partner, both the legal and beneficial ownership of the Post-
Scheme Shares in respect of which notice was given will be transferred to the Purchaser
and/or its nominee(s) pursuant to Article 158.3 above. If notice is not given pursuant to this
Article 158.4, both the legal and beneficial ownership of the Post-Scheme Shares will be
immediately transferred to the Purchaser pursuant to Article 158.3 above.
158.5 On any reorganisation of, or material alteration to, the share capital of the Company
(including, without limitation, any subdivision and/or consolidation) carried out after the
Effective Date, the value of the consideration per Post-Scheme Share to be paid under
Article 158.3 shall be adjusted by the Company in such manner as the auditors of the
Company may determine to be appropriate to reflect such reorganisation or alteration.
References in this Article to Go-Ahead Shares shall, following such adjustment, be
construed accordingly.
158.6 To give effect to any transfer of Post-Scheme Shares required pursuant to Article 158.3 and/
or 158.4, the Company may appoint any person as attorney and/or agent for the New
Member to transfer the Post-Scheme Shares to the Purchaser and/or its nominees and do all
such other things and execute and deliver all such documents or deeds as may in the
opinion of such attorney or agent be necessary or desirable to vest the Post-Scheme Shares
in the Purchaser and pending such vesting to exercise all such rights attaching to the Post
Scheme Shares as the Purchaser may direct. If an attorney or agent is so appointed, the
New Member shall not thereafter (except to the extent that the attorney or agent fails to act
in accordance with the directions of the Purchaser) be entitled to exercise any rights
attaching to the Post Scheme Shares unless so agreed in writing by the Purchaser. The
attorney or agent shall be empowered to execute and deliver as transferor a form or forms
of transfer or other instrument(s) or instruction(s) of transfer (whether as a deed or
otherwise) on behalf of the New Member (or any subsequent holder) in favour of the
Purchaser and the Company may give a good receipt for the consideration for the Post-
Scheme Shares and may register the Purchaser as holder thereof and issue to it certificate(s)
for the same. The Company shall not be obliged to issue a certificate to the New Member
for the Post Scheme Shares. The Purchaser shall settle the consideration due to the New
Member pursuant to Article 158.3 above by sending a cheque drawn on a UK clearing bank
in favour of the New Member (or any subsequent holder) for the purchase price of such
Post-Scheme Shares as soon as practicable and in any event no later than 14 days after the
date on which the Post Scheme Shares are issued or transferred to the New Member.
158.7 If the Scheme shall not have become effective by 14 January 2023 (or such later date (if
any) as the Company and Bidco may agree) and the High Court of Justice in England and
Wales may approve, this Article 158 shall be of no effect.
158.8 Notwithstanding any other provision of these Articles, both the Company and the board
shall refuse to register the transfer of any Scheme Shares effected between the Scheme
Record Time and the Effective Date other than to the Purchaser and/or its nominee(s)
pursuant to the Scheme.”
93
BY ORDER OF THE BOARD Registered office: 3rd Floor 41–51 Grey
Street, Newcastle Upon Tyne, NE1 6EE
Carolyn Ferguson Registered in England and Wales
No. 02100855
Group Company Secretary
11 July 2022
Notes:
The following notes explain your general rights as a shareholder and your right to attend and vote at the
General Meeting or to appoint someone else to vote on your behalf. The General Meeting is being held as a
physical meeting. The nature of business of the General Meeting is to consider and, if thought fit, pass the
Special Resolution.
1. Special Resolution
In order for the Special Resolution above to be passed, not less than 75 per cent. of the votes cast by those
entitled to vote must be in favour in order to pass the resolution as a Special Resolution.
2. Attendance at the Meeting
Any changes to the arrangements for the General Meeting will be communicated to Go-Ahead Shareholders
before the Meetings, through Go-Ahead’s website at https://www.go-ahead.com/investors and by announcement
through a Regulatory Information Service.
3. Entitlement to attend and vote
Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has
specified that only those members registered on the register of members of the Company at 6.30 p.m. on
4 August 2022 (the “Voting Record Time”) (or, if the meeting is adjourned to a time more than 48 hours after
the Voting Record Time, by 6.30 p.m. on the day which is two Business Days prior to the time of the adjourned
meeting) shall be entitled to attend and vote at (in person or by proxy) the General Meeting in respect of the
number of shares registered in their name at that time. If the meeting is adjourned to a time not more than
48 hours after the Voting Record Time, that time will also apply for the purpose of determining the entitlement
of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the
adjourned meeting. Changes to the register of members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the General Meeting.
4. Appointment of proxies
Go-Ahead Shareholders are strongly encouraged to submit proxy appointments and instructions for the General
Meeting as soon as possible, using any of the methods (by post, online, electronically through CREST or
through Proxymity) set out below.
A member entitled to attend and vote at the General Meeting may appoint one or more proxies to exercise all
or any of the member’s rights to attend and, on a poll, to vote instead of that member. A proxy need not be a
member of the Company but must attend the meeting for the member’s vote to be counted. If a member
appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights
attached to a different share or shares held by the member. If a member wishes to appoint more than one proxy
they should contact Equiniti for further YELLOW forms of proxy or photocopy the YELLOW Form of Proxy
as required.
The completion and return of the YELLOW Form of Proxy by post (or transmission of a proxy appointment or
voting instruction electronically, online, through CREST or by any other procedure described below) will not
prevent Go-Ahead Shareholders from attending and voting at the General Meeting if they are entitled to and
wish to do so.
(a) Sending YELLOW Form of Proxy by post
A YELLOW Form of Proxy, for use at the General Meeting, has been provided with this Notice of General
Meeting. Instructions for its use are set out on the form. It is requested that the YELLOW Form of Proxy
(together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy
94
thereof) be returned to the Company’s registrars, Equiniti, by post to Equiniti, Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA, so as to be received as soon as possible and in any event not later than
10.15 a.m. on 4 August 2022 (or, in the case of an adjournment of the General Meeting, 48 hours (excluding
any part of such 48 hour period falling on a non-working day) before the time appointed for the adjourned
meeting).
If the YELLOW Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.
(b) Online appointment of proxies
As an alternative to completing and returning the printed YELLOW Form of Proxy, proxies may be appointed
electronically via Equiniti’s online facility by logging on to the following website: www.sharevote.co.uk and
following the instructions therein. Alternatively, if you have already registered with Equiniti’s online portfolio
service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. You will need your
Username/ID and Password to log in to the portal. Once you have accessed this click ‘View’ on the ‘My
Investments’ page and then click on the link to vote. Full instructions are given on both websites.
For an electronic proxy appointment to be valid, the appointment must be received by Equiniti not later than
48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time fixed for the
General Meeting (as set out in paragraph (a) above) or any adjournment thereof. Full details of the procedure to
be followed to appoint a proxy electronically are given on the website.
(c) Electronic appointment of proxies through CREST and Proxymity
If you hold Go-Ahead Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for
the General Meeting (or any adjournment thereof) by using the CREST electronic proxy appointment service,
you may do so by using the procedures described in the CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed any voting service provider(s),
should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate
action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with the
specifications of Euroclear and must contain the information required for such instructions as described in the
CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an
amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted
so as to be received by Equiniti (ID: RA19) not later than 48 hours (excluding any part of such 48 hour period
falling on a non-working day) before the time fixed for the General Meeting (as set out in paragraph (a) above)
or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by
the timestamp applied to the message by the CREST Applications Host) from which Equiniti are able to
retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that
Euroclear does not make available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST
sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. For further information on the logistics of
submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
Go-Ahead may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the CREST Regulations.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.15 a.m. on
4 August 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need
to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as
you will be bound by them and they will govern the electronic appointment of your proxy.
95
5. Appointment of a proxy by joint holders
In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies,
only the purported appointment submitted by the most senior holder will be accepted. Seniority shall be
determined by the order in which the names of the joint holders stand in the Company’s register of members in
respect of the joint holding.
6. Corporate representatives
Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on
its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same
shares: if they purport to exercise the power in the same way as each other, the power is treated as exercised in
that way; and in other cases, the power is treated as not exercised.
7. Votes to be taken by a poll and results
At the General Meeting voting on the Special Resolution will be by poll. The results of the poll will be
announced through a Regulatory Information Service and published on the Company’s website as soon as
reasonably practicable following the conclusion of the General Meeting.
The ‘Withheld’ option on the YELLOW Form of Proxy is provided to enable Go-Ahead Shareholders to
abstain from voting on the Special Resolution. However, a vote withheld is not a vote in law and will not be
counted in the calculation of proportion of votes ‘For’ and ‘Against’ the Special Resolution.
8. Nominated persons
Any person to whom this Notice of General Meeting is sent who is a person nominated under section 146 of
the Companies Act to enjoy information rights (a “Nominated Person”) may, under an agreement between that
Nominated Person and the shareholder by whom that Nominated Person was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has
no such proxy appointment right or does not wish to exercise it, that Nominated Person may, under any such
agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 4 above does
not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders
of the Company.
9. Website providing information regarding the General Meeting
Information regarding the General Meeting, including information required by section 311A of the Companies
Act, and a copy of this Notice of General Meeting may be found on the Company’s website at
https://www.go-ahead.com/investors.
10. Issued share capital and total voting rights
As at the Latest Practicable Date the issued ordinary share capital of Go-Ahead was divided into 47,079,620
ordinary shares of 10 pence each (excluding ordinary shares held in treasury), all of which are credited as fully
paid up. The Company holds 3,902,230 ordinary shares of 10 pence each in treasury.
11. Further questions and communication
Under section 319(a) of the Companies Act, any shareholder attending the General Meeting has the right to ask
questions.
Go-Ahead Shareholders who have any queries about the General Meeting, or are in any doubt as to how to
complete the Forms of Proxy or to submit proxies electronically or online, should contact the Company’s
registrars, 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.
96
Go-Ahead Shareholders may not use any electronic address or fax number provided in this Notice of General
Meeting or in any related documents to communicate with the Company for any purpose other than those
expressly stated. Any electronic communications, including the lodgement of any electronic proxy form,
received by the Company, or its agents, that is found to contain any virus will not be accepted.
97
Toppan Merrill, London
22-19393-1
