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Prospectus-24-November-2020.Pdf National Express Group PLC (incorporated and registered in England and Wales under the Companies Act 1985 with registered number 2590560) £500,000,000 Perpetual Subordinated Non-Call 5.25 Fixed Rate Reset Notes Issue Price: 100 per cent. The £500,000,000 Perpetual Subordinated Non-Call 5.25 Fixed Rate Reset Notes (the "Notes") are issued by National Express Group PLC (the "Issuer"). Each Note entitles the holder thereof (each a "Noteholder") to receive cumulative interest in accordance with the terms and conditions of the Notes (the "Conditions" and references herein to a numbered Condition shall be construed accordingly). Interest on the Notes will accrue: (i) from, and including, 26 November 2020 (the "Issue Date") to, but excluding, 26 February 2026 (the "First Reset Date") at an interest rate of 4.250 per cent. per annum, and (ii) from, and including, the First Reset Date at an interest rate per annum equal to the relevant Reset Interest Rate (as defined in the Conditions). Interest in respect of the Notes will be payable (subject to deferral as described herein) annually in arrear on 26 February in each year (short first interest period). Interest payments in respect of the Notes may be deferred in certain circumstances. See Condition 4 for further details. If the Issuer does not elect to redeem the Notes following a Change of Control Event (as defined in the Conditions), the then prevailing rate of interest (and all subsequent rates of interest (if any)) in respect of the Notes shall be increased by 5 per cent. per annum with effect from, and including, the date on which the Change of Control Event occurs (see Condition 4 for further details). The Notes are perpetual securities in respect of which there is no fixed redemption date. The Issuer may redeem the Notes (in whole but not in part) on 26 November 2025 (the "First Call Date") and on any day thereafter to (and including) the First Reset Date; on the Second Reset Date (as defined in the Conditions) or on any Interest Payment Date (as defined in the Conditions) thereafter at their outstanding principal amount plus any accrued but unpaid interest up to, but excluding, the Redemption Date (as defined in the Conditions) and any outstanding Arrears of Interest (without double counting). In addition, the Issuer will have the right to: (i) redeem the Notes upon the occurrence of an Accounting Event, a Tax Event, a Rating Agency Event, a Gross-Up Event, a Change of Control Event or a Substantial Repurchase Event or (ii) substitute or vary the terms of the Notes so that they remain or become Qualifying Securities upon the occurrence of an Accounting Event, a Tax Event, a Rating Agency Event or a Gross-Up Event, each as described in Condition 5. The Issuer may elect, in its sole discretion, to defer the whole of any payment of interest on the Notes due on any Interest Payment Date. Such Deferred Interest Payments (as defined in the Conditions) will accrue additional interest at an annual rate equal to the annual interest rate then applicable to the Notes (which will also be added to any Deferred Interest Payments on each subsequent Interest Payment Date and accrue interest in the same manner). Any such Deferred Interest Payments and any additional interest thereon are referred to as "Arrears of Interest". The Issuer must pay Arrears of Interest upon the date for redemption of the Notes or in certain other limited circumstances, as further described in Condition 4. This prospectus (the "Prospectus") has been approved by the Financial Conduct Authority (the "FCA"), as competent authority under Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Applications have been made for the Notes to be admitted to listing on the official list of the FCA (the "Official List") and to trading on the Regulated Market of the London Stock Exchange plc (the "London Stock Exchange"). The London Stock Exchange's Regulated Market is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "MiFID II"). The Issuer has been assigned a rating of Baa2/negative from Moody's Investors Service Ltd. ("Moody's") and BBB/negative from Fitch Ratings Ltd. ("Fitch"). Each of Moody's and Fitch is established in the United Kingdom and is registered under Regulation (EC) No. 1060/2009 (as amended, the "CRA Regulation"). The Notes are expected to be rated Ba1 by Moody's and BB+ by Fitch. A list of registered credit rating agencies is published on the European Securities and Markets Authority website (www.esma.europa.eu/page/List-registered-and-certified-CRAs). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes. Please also refer to "Credit ratings may not reflect all risks associated with an investment in the Notes" in the "Risk Factors" section of this Prospectus. The Notes will initially be represented by a temporary global note (the "Temporary Global Note"), without interest coupons, which will be deposited on or about the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the "Permanent Global Note" and, together with the Temporary Global Note, the "Global Notes"), without interest coupons, on or after 5 January 2021 (the "Exchange Date"), upon certification of non-U.S. beneficial ownership. See "Form of the Notes and Summary of Provisions relating to the Notes while in Global Form". Investing in Notes involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" on pages 6 to 20 of this Prospectus. Joint Structuring Agents BNP PARIBAS BofA Securities Active Bookrunners BNP PARIBAS BofA Securities MUFG Santander Corporate & Investment Banking Passive Bookrunner BBVA The date of this Prospectus is 24 November 2020 TABLE OF CONTENTS IMPORTANT NOTICES ........................................................................................................................................ i INFORMATION REGARDING FORWARD-LOOKING STATEMENTS ........................................................ iv OVERVIEW ........................................................................................................................................................... 1 RISK FACTORS .................................................................................................................................................... 6 USE OF PROCEEDS ........................................................................................................................................... 21 DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 22 TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 24 FORM OF THE NOTES AND SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .............................................................................................................................. 46 DESCRIPTION OF THE ISSUER ....................................................................................................................... 49 TAXATION ......................................................................................................................................................... 61 SUBSCRIPTION AND SALE ............................................................................................................................. 63 GENERAL INFORMATION ............................................................................................................................... 66 IMPORTANT NOTICES The Issuer accepts responsibility for all the information contained in this Prospectus. To the best of the knowledge of the Issuer, the information contained in this Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import. This Prospectus shall be read and construed in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). Other than in relation to the documents which are deemed to be incorporated by reference, the information on the websites to which this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved by the FCA. No person has been authorised to give any information or to make any representation not contained or incorporated by reference in or not consistent with this Prospectus and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any of the Managers (as defined in "Subscription and Sale" below). None of the Managers,
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