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Recommended cash offer for Southern Vectis plc

Compulsory Acquisition of outstanding Southern Vectis shares

On 20 June 2005, The Go-Ahead Group plc ("Go-Ahead") declared that the recommended cash offer to acquire the whole of the issued and to be issued ordinary share capital of Southern Vectis plc ("Southern Vectis") was unconditional in all respects.

As at 3.00 p.m. on 8 July 2005, the latest practicable date prior to the making of this announcement, Go-Ahead had received valid acceptances under the Offer in respect of 19,119,949 Southern Vectis Shares, representing approximately 96.79 per cent. in value of the Southern Vectis Shares.

Go-Ahead is today implementing the procedure under sections 428 to 430F of the Companies Act 1985, as amended, to acquire compulsorily all of the outstanding Southern Vectis Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances and has dispatched notices under section 429 of the Companies Act to all Southern Vectis Shareholders who have not accepted the Offer.

The Offer for the entire issued and to be issued ordinary share capital of Southern Vectis, as set out in the Offer Document, will remain open for acceptance until further notice.

Terms defined in the Offer Document have the same meanings when used in this announcement.

For further information, please contact:   
The Go-Ahead Group plc   
Christopher Moyes 0191 232 3123
Ian Butcher   
     
Southern Vectis plc 01983 522 456
Stuart Linn  
Ian Palmer   
    
Dresdner Kleinwort Wasserstein Limited Finance Limited 020 7623 8000
Charles Batten   
James Rudd   
David Whiteley   
    
Smith & Williamson Corporate 020 7637 5377
Azhic Basirov  
Siobhan Sergeant   
    
Weber Shandwick Square Mile 020 7067 0700
Richard Hews   
Rachel Taylor  
Stephanie Badjonat   

 

The Offer is not being made, directly or indirectly, in or into, any US Restricted Jurisdiction, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, or by use of the mails of, or by any means, instrumentality or by any facilities of a national, state or other securities exchange of any US Restricted Jurisdiction, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility, or from within any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction and doing so may render invalid any purported acceptance of the Offer. 

Accordingly, copies of this Announcement, the Offer Document, the Form of Acceptance and any related offering documents are not being and must not be mailed, forwarded, sent, transmitted or otherwise distributed in, into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction and all persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not distribute, forward, mail or transmit or send them in, into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction. Any person (including without limitation, custodians, nominees and trustees) who would otherwise intend to forward this Announcement to any jurisdiction outside the United Kingdom or to Overseas Shareholders, should seek appropriate professional advice before taking any action.

Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Go-Ahead and for no one else in connection with the Offer and the contents of this Announcement and no one else and will not be responsible to anyone other than Go-Ahead for providing the protections afforded to customers of Dresdner Kleinwort Wasserstein Limited or for affording advice in relation to the Offer or in relation to the contents of this Announcement, the Offer Document or any other matter referred to in the Offer Document or this Announcement.

Smith & Williamson Corporate Finance Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Southern Vectis and no one else in connection with the Offer and the contents of this announcement and will not be responsible to anyone other than Southern Vectis for providing the protections afforded to customers of Smith & Williamson Corporate Finance Limited or for giving advice in relation to the Offer or in relation to the contents of this Announcement, the Offer Document or any other matter described in the Offer Document or this announcement.

This announcement does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The full terms and conditions of the Offer, including details of how the Offer may be accepted, are set out in the Offer Document and the Form of Acceptance. The Offer Document and the Form of Acceptance have been made available to those Southern Vectis Shareholders who are able to receive them, as a result of the laws of the jurisdictions in which they are resident. Southern Vectis Shareholders are advised to read the Offer Document and the Form of Acceptance as they contain important information.

ENDS

For further information, please contact:

The Go-Ahead Group
Sarah Boundy, Group Corporate Communications Director
sarah.boundy@go-ahead.com
www.go-ahead.com
07808 568 667
Go-Ahead
Go-Ahead is a leading UK public transport operator, providing high quality services in the bus and rail sectors. Employing around 26,000 people acorss the country, over one billion passenger journeys are undertaken on our services each year. We are committed to operating our companies in a safe, socially and environmentally responsible way and are proud to have been accredited with triple Carbon Trust Standard for reductions in carbon, water and waste. In addition to the travelling public, or customers include the Department for Transport, Transport for London (TfL) and local authorities.