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GB Rail Offer Unconditional

Thursday 14 August 2003

Not for release, publication or distribution in whole or in part in or into the United States, Canada, Japan or Australia
FirstGroup plc

The board of FirstGroup announces that as at 3.00 p.m. on 13 August 2003, being the second closing date of the Offer, FirstGroup had received valid acceptances of the Offer in respect of 6,473,480 GB Railways Shares, representing approximately 73.98 per cent. of GB Railways current issued ordinary share capital.
On 16 July 2003, FirstGroup announced that persons representing approximately 37.6 per cent. of GB Railways current issued ordinary share capital had given undertakings to accept the Offer. One of those persons, Merrill Lynch Investment Managers, made net sales of GB Railways Shares between 16 July and 5 August 2003 as permitted under its undertaking. Such persons therefore validly accepted the Offer prior to the first closing date in respect of 3,204,885 GB Railways Shares, representing approximately 36.6 per cent. of GB Railways current issued ordinary share capital. These shares are included in the above total.
Prior to the commencement of the Offer Period, FirstGroup held 10 GB Railways Shares, representing approximately 0.0001 per cent. of GB Railways current issued ordinary share capital. Save as disclosed herein, neither FirstGroup nor any of the Directors of FirstGroup nor (so far as FirstGroup is aware) any party deemed to be acting in concert with FirstGroup has acquired or agreed to acquire any GB Railways Shares during the Offer Period.
Including valid acceptances of the Offer received by FirstGroup, FirstGroup therefore currently holds 6,473,490 GB Railways Shares, representing approximately 73.98 per cent. of GB Railways current issued ordinary share capital.
FirstGroup is also pleased to announce that the Offer has today been declared unconditional in all respects.
The Offer will remain open for acceptance until further notice.
GB Railways Shareholders who wish to accept the Offer but have not yet done so should either return their completed Form of Acceptance (and

supporting documents) or, if their GB Railways Shares are held in CREST, arrange for their CREST sponsor to send the relevant TTE instruction(s) to CRESTCo, in accordance with the procedures set out in the Offer Document as soon as possible.
Additional Forms of Acceptance may be obtained by contacting Lloyds TSB Registrars at The Causeway, Worthing, West Sussex BN99 6DA (telephone: 0870 600 0673).
GB Railways Shareholders who have validly accepted the Offer need take no further action.
Settlement of the Initial Consideration due in respect of the Offer will be effected on or before 28 August 2003 for GB Railways Shareholders who validly accepted the Offer on or before 3.00 p.m. yesterday and within fourteen days of receipt of a valid acceptance for GB Railways Shareholders who accept the Offer after that time.
FirstGroup intends to procure that GB Railways applies to the London Stock Exchange for the cancellation of GB Railways admission to trading on AIM.
FirstGroup also intends, as soon as it becomes entitled to do so, to apply the provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily any outstanding GB Railways Shares to which the Offer relates on the same terms as the Offer.



Enquiries:
FirstGroup plc 020 7291 0504
Michael Mitchell
Cazenove & Co. Ltd 020 7588 2828
Shona Graham

In this announcement, "Offer Document' means the document setting out the full terms of the Offer dated 16 July 2003. Unless the context otherwise requires, defined terms used in this announcement shall have the same meaning given to them in the Offer Document.
Cazenove, which is regulated in the United Kingdom by the Financial Services Authority, is acting for FirstGroup and for no one else in connection with the Offer and will not be responsible to anyone other than FirstGroup for providing the protections afforded to clients of Cazenove nor for providing advice in relation to the Offer or any matter referred to herein or in the Offer Document.
This document does not constitute, or form part of, any offer for, or any solicitation of any offer for, or an invitation to purchase or subscribe for, securities.
The Offer is not being, and will not be, made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or e-mail) of interstate or foreign commerce of, or by any facilities of a national securities exchange of, the United States, Canada, Australia or Japan and cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Accordingly, copies of this document are not being and must not be mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan.

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