Inaugural Corporate Hybrid

Inaugural Corporate Hybrid

17 November 2020

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

National Express Group PLC today announces that, subject to market conditions and following a series of fixed income investor calls taking place today and tomorrow, it intends to launch a benchmark inaugural hybrid transaction.

The purpose of the transaction is to partly refinance upcoming debt with a non-dilutive hybrid capital instrument designed to reinforce balance sheet strength, underpin covenant headroom, support investment grade credit ratings and provide ongoing financial flexibility to position the business strongly through 2021 and beyond.

Further information

The Reg S GBP PerpNC5.25 hybrid is expected to be rated Ba1 by Moody's and BB+ by Fitch (with 50% equity credit from both). The hybrid instrument would be accounted for as 100% equity under IFRS. Coupon payments (optional and cumulative) would be tax deductible and presented as distributions to other equity holders and reflected within adjusted earnings per share when paid.

A further announcement will be made if appropriate.

Enquiries

National Express Group PLC

Notes

Legal Entity Identifier: 213800A8IQEMY8PA5X34

The person responsible for releasing this announcement is Jennifer Myram, Company Secretary.

Important Notices

MiFID II professional investors and ECPs target market - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the European Economic Area or in the United Kingdom.

This announcement is directed only at (i) persons who are outside the United Kingdom (the "UK"), or (ii) persons who are in the UK who are (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) otherwise, persons to whom this announcement may lawfully be communicated pursuant to the Order (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

The notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

 A rating is not a recommendation to buy, sell or hold the notes and may be subject to suspension, reduction or withdrawal at any time.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities.

This announcement does not constitute nor form a part of any offer or solicitation to purchase or subscribe for securities in Singapore or elsewhere. The notes referred to herein have not been and will not be offered or sold or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Notification under Section 309B(1)(c) of the SFA - In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), the classification of the notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).