FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Full name of discloser: Tim O'Toole
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.		 N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree		 FirstGroup plc
(d) Status of person making the disclosure:
e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)		 Person acting in concert with offeree (FirstGroup plc)
(e) Date dealing undertaken: 25 April 2018
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state 'N/A'		 N/A

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security: Ordinary shares of 5p each
Interests Short positions
Number %1 Number %1
(1) Relevant securities owned and/or controlled: 1,265,948 0.10% Nil Nil
(2) Cash-settled derivatives: Nil Nil Nil Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil Nil Nil
TOTAL: 1,265,948 0.10% Nil Nil

1 Percentage calculations (truncated to 2 decimal places) are based on FirstGroup plc's total number of ordinary shares in issue (excluding shares held in treasury) being 1,210,853,471.

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists: Ordinary shares of 5p each
Details, including nature of the rights concerned and relevant percentages: Interests and arrangements to acquire shares as set out in (i) and (ii) below

  1. Interests in FirstGroup plc's 5p ordinary shares held by directors pursuant to FirstGroup plc's share awards2

    Scheme type - EABP

Number of ordinary shares awarded Date of grant Option and exercise price Exercise period
230,748 15 June 2015 Nil 1 April 2018 to 14 June 2025
83,126 28 June 2016 Nil 27 June 2019 to 27 June 2026
516,356 16 June 2017 Nil 16 June 2020 to 15 June 2027

Scheme type - LTIP (subject to performance conditions)

Number of ordinary shares awarded Date of grant Option and exercise price Exercise period
972,728 17 December 2015 Nil 1 April 2018 to 1 April 2019
1,042,694 28 June 2016 Nil 1 April 2019 to 1 April 2020
969,197 24 November 2017 Nil 1 April 2020 to 25 November 2020

2 Tim O'Toole's EABP and LTIP awards are structured as conditional awards under which, following vesting, the shares are transferred to the participant for nil payment.

  1. Monthly purchase arrangement in FirstGroup plc's 5p ordinary shares

    Since August 2011, Tim O'Toole has allocated part of his monthly gross base salary (up to £25,000) to acquire shares in the Company. This is a standing instruction, and the shares acquired through this arrangement are reflected above in Tim O'Toole's interests in FirstGroup plc's 5p ordinary shares. From August 2011 until May 2015 the monthly allocation was £10,000, rising to £15,000 from June 2015 to October 2017 and then again to £25,000 from November 2017 onwards. This monthly purchase arrangement for April is the reason for this dealing disclosure.

    3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

    Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

    The currency of all prices and other monetary amounts should be stated.

    (a) Purchases and sales

    (i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

Class of relevant security Purchase/sale Number of securities Price per unit
Ordinary shares of 5p each Purchase (under monthly purchase arrangement described in 2(b)(ii) above) 12,426 £1.144

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security Purchases/ sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received
N/A N/A N/A N/A N/A

(b) Cash-settled derivative transactions

Class of relevant security Product description
e.g. CFD		 Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position		 Number of reference securities Price per unit
N/A N/A N/A N/A N/A

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security Product descriptione.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type
e.g. American, European etc.		 Expiry date Option money paid/ received per unit
N/A N/A N/A N/A N/A N/A N/A N/A

(ii) Exercise

Class of relevant security Product description
e.g. call option		 Exercising/ exercised against Number of securities Exercise price per unit
N/A N/A N/A N/A N/A

(d) Other dealings (including subscribing for new securities)

Class of relevant security Nature of dealing
e.g. subscription, conversion		 Details Price per unit (if applicable)
N/A N/A N/A N/A

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'
None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state 'none'
None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 25 April 2018
Contact name: Silvana Glibota-Vigo
Telephone number: +44 (0) 20 7725 3353

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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Firstgroup plc published this content on 25 April 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 April 2018 15:27:04 UTC