Pan-European Infrastructure III, SCSp, managed by DWS Alternatives Global Limited made an offer to acquire Stagecoach Group plc (LSE:SGC) from HGT Finance A Limited, Threadneedle Asset Management Ltd, DWS Investments UK Limited and others for approximately £580 million on March 9, 2022. Under the terms the offer price is £1.05 per share. The cash consideration payable by PEIF III Bidco to holders of Stagecoach Shares under the terms of the Offer will be financed by equity capital committed by PEIF III. DWS declared that the overall headcount in frontline operational roles would be unchanged. It pledged to retain Griffiths, who has been Chief Executive of Stagecoach since 2013, Finance Director Ross Paterson, and UK Managing Director Carla Stockton-Jones. The Offer will be conditional upon valid acceptances being received on the Unconditional Date in respect of not less than 75% in nominal value of the Stagecoach Shares to which the Offer relates. As of May 5, 2022, the bidder lowers takeover offer to 50% from 75%. The offer is subject to General Third Party clearances, Certain matters arising as a result of any arrangement, agreement, Certain events occurring since 1 May 2021, No adverse change, litigation or regulatory enquiry, No withdrawal, cancellation, termination or modification of licence, No discovery of certain matters. EIF III Bidco has received an irrevocable undertaking to accept the Offer from Dame Ann Gloag through HGT Finance A Limited in respect of a total of 57,661,967 Stagecoach Shares, representing approximately 10.5% of Stagecoach's issued ordinary share capital on March 8, 2022. In light of their intended recommendation of the Offer by PEIF III Bidco, the Stagecoach Directors have decided unanimously to withdraw their recommendation of the National Express Offer. The Stagecoach Directors, consider the terms of the Offer to be fair and reasonable and Stagecoach Directors intend unanimously to recommend that Stagecoach Shareholders accept or procure the acceptance of the Offer. The offeror reserves the right, with the consent of the Panel and Stagecoach, to elect to implement the Offer by way of a Scheme. Subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1, it is expected that the Offer will become or be declared unconditional in the first half of 2022. The transaction is unanimously recommended by the board of Stagecoach. As of March 25, 2022, Offeror has acquired the 93,720,491 Stagecoach Shares held by Threadneedle Asset Management Limited in aggregate representing approximately 16.99% of the issued ordinary share capital of Stagecoach, for a price of £1.05 per share. The long stop date is September 9, 2022. The Offer will remain open for acceptance until 1.00 p.m. (London time) on May 21, 2022. On March 22, 2022, the offer document containing the full terms and conditions of the Offer together with the related Form of Acceptance, is being published. As of April 20, 2022, Pan-European Infrastructure III SCSp, an infrastructure fund managed by DWS Infrastructure, says it has acceptances for its takeover offer representing 27.5% of Stagecoach shares. Of these, shares it has purchased represent a 17% stake, while offer acceptances from other shareholders represent a 10.5% stake. On May 3, 2022, the acceptance of 71,861,136 Stagecoach shares, representing approximately 13.03% was received. As of May 17, 2022, the valid acceptances of the offer had been received in respect of 77,810,386 Stagecoach shares, representing approximately 14.11%. As of May 19, 2022, valid acceptances of the Offer had been received in respect of 150,133,189 Stagecoach Shares, representing approximately 27.22 per cent. As of May 20, 2022, valid acceptances of the Offer had been received in respect of 270,222,325 Stagecoach Shares, representing approximately 49% of the issued share capital of Stagecoach and the Offer has become unconditional. As on May 26, 2022, valid acceptances of the Offer had been received in respect of 459,423,863 Stagecoach Shares representing approximately 81.75% of Stagecoach.

Scott Bell, Oliver Ives, Neil Collingridge and Raed El Dana of Deutsche Bank AG, London Branch and James Agnew, Mark Preston, Mark Rushton and Samuel Jackson of RBC Europe Limited acted as financial advisor to Stagecoach Group plc. Laurence Hopkins, Luca Lupo and Bhavneet Alg of Morgan Stanley & Co. International plc acted as financial advisor to Pan-European Infrastructure III, SCSp managed by DWS Alternatives Global Limited. Freshfields Bruckhaus Deringer LLP acted as legal adviser to Pan-European Infrastructure III, SCSp managed by DWS Alternatives Global Limited and Ben Ward, Robert Moore, Tim Briggs, Susan Black, Samantha Brown, Mark Howard, Paul Ellerman, Mark Ife, Christine Young, Lucy Robson, Harriet Forrest, Ruchi Shah, Yusra Jafar, Joe Williams, Tom Kemp, Joe Goddard, Chris White, Dave Palmer, Peter Le, and Joshua Peters of Herbert Smith Freehills LLP acted as legal adviser to Stagecoach.

Pan-European Infrastructure III, SCSp, managed by DWS Alternatives Global Limited completed the acquisition of Stagecoach Group plc (LSE:SGC) from HGT Finance A Limited, Threadneedle Asset Management Ltd, DWS Investments UK Limited and others on June 27, 2022. As of June 30, 2022, a total of 517,837,692 Stagecoach Shares representing approximately 92.15% stake had been received and will close the acceptance by July 5, 2022 and will shortly despatch formal compulsory acquisition notices under sections 979 and 980 of the Companies Act to Stagecoach Shareholders who have not yet accepted the Offer, which is expected to take a minimum of six weeks.