MERRILL CORPORATION RWELLSA//21-DEC-09 04:32 DISK128:[09ZEK1.09ZEK13401]BE13401A.;22 mrll_0909.fmt Free: 434DM/0D Foot: 0D/ 0D VJ J1:1Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;79 3 C Cs: 42506 BASE PROSPECTUS 9NOV200917485062 National Express Group PLC (incorporated and registered in England and Wales under the Companies Act 1985 with registered number 2590560) guaranteed by each of National Express Corporation (incorporated in Delaware, United States of America) and West Midlands Travel Limited (incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number 2652253) and Durham School Services, L.P. (organised as a limited partnership in Delaware, United States of America) £1,000,000,000 Euro Medium Term Note Programme This Base Prospectus has been approved by the Financial Services Authority (the ‘‘FSA’’), in its capacity as United Kingdom competent authority for the purposes of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and the relevant implementing measures in the United Kingdom (the ‘‘UK Listing Authority’’), as a base prospectus in accordance with Article 5.4 of the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of notes (‘‘Notes’’) issued under the Euro Medium Term Note Programme (the ‘‘Programme’’) described in this Base Prospectus during the period of twelve months after the date hereof. Applications have been made for the Notes to be admitted during the period of twelve months after the date hereof to listing on the official list of the UK Listing Authority (the ‘‘Official List’’) and to trading on the Regulated Market of the London Stock Exchange plc (the ‘‘London Stock Exchange’’). The Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (2004/39/EC). The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and each of the Guarantors to fulfil their respective obligations under the Notes are discussed under ‘‘Risk Factors’’ on pages 7 to 22 of this Base Prospectus. Arranger Barclays Capital Dealers Barclays Capital Commerzbank The Royal Bank of Scotland 21 December 2009 Volo Prospectus Proj: P35234LON09 Job: 09ZEK13401 (09-35234-1) Page Dim: 8.250 X 11.750⍯ Copy Dim: 38. X 62. File: BE13401A.;22 MERRILL CORPORATION RWELLSA//21-DEC-09 04:32 DISK128:[09ZEK1.09ZEK13401]BG13401A.;7 mrll_0909.fmt Free: 3720DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;79 3 C Cs: 7735 TABLE OF CONTENTS Page IMPORTANT NOTICES ..................................................... 1 OVERVIEW .............................................................. 3 RISK FACTORS ........................................................... 7 USE OF PROCEEDS ....................................................... 23 INFORMATION INCORPORATED BY REFERENCE .............................. 24 FINAL TERMS AND DRAWDOWN PROSPECTUSES ............................. 25 FORMS OF THE NOTES ................................................... 26 TERMS AND CONDITIONS OF THE NOTES ................................... 28 FORM OF FINAL TERMS .................................................. 56 SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ......... 68 DESCRIPTION OF THE ISSUER ............................................. 70 DESCRIPTION OF NATIONAL EXPRESS CORPORATION ......................... 81 DESCRIPTION OF WEST MIDLANDS TRAVEL LIMITED ......................... 82 DESCRIPTION OF DURHAM SCHOOL SERVICES, L.P. ........................... 83 TAXATION .............................................................. 85 SUBSCRIPTION AND SALE ................................................. 87 GENERAL INFORMATION ................................................. 90 i Volo Prospectus Proj: P35234LON09 Job: 09ZEK13401 (09-35234-1) Page Dim: 8.250 X 11.750⍯ Copy Dim: 38. X 62. File: BG13401A.;7 MERRILL CORPORATION RWELLSA//21-DEC-09 05:01 DISK128:[09ZEK1.09ZEK13401]BJ13401A.;7 mrll_0909.fmt Free: 20D*/120D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;79 3 C Cs: 45326 IMPORTANT NOTICES National Express Group PLC (the ‘‘Issuer’’) accepts responsibility for all the information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. NEC accepts responsibility for the information contained in this Base Prospectus, excluding the information set forth under ‘‘Description of the Issuer’’ on pages 70 to 80, the information set forth under ‘‘Description of West Midlands Travel Limited’’ on page 82, the information set forth under ‘‘Description of Durham School Services, L.P.’’ on pages 83 to 84, the information and statements in respect of the Issuer, WMTL and DSS under ‘‘General Information—1. Authorisation’’, ‘‘General Information—4. Legal and Arbitration Proceedings’’ and ‘‘General Information—5. Significant Material Change’’ on page 90 (the ‘‘NEC Base Prospectus’’), and to the best of the knowledge of NEC (having taken all reasonable care to ensure that such is the case), the information contained in the NEC Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. WMTL accepts responsibility for the information contained in this Base Prospectus, excluding the information set forth under ‘‘Description of the Issuer’’ on pages 70 to 80, the information set forth under ‘‘Description of National Express Corporation’’ on page 81, the information set forth under ‘‘Description of Durham School Services, L.P.’’ on pages 83 to 84, the information and statements in respect of the Issuer, NEC and DSS under ‘‘General Information—1. Authorisation’’, ‘‘General Information—4. Legal and Arbitration Proceedings’’ and ‘‘General Information—5. Significant Material Change’’ on page 90 (the ‘‘WTML Base Prospectus’’), and to the best of the knowledge of WMTL (having taken all reasonable care to ensure that such is the case), the information contained in the WTML Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. DSS accepts responsibility for the information contained in this Base Prospectus, excluding the information set forth under ‘‘Description of the Issuer’’ on pages 70 to 80, the information set forth under ‘‘Description of National Express Corporation’’ on page 81, the information set forth under ‘‘Description of West Midlands Travel Limited’’ on page 82, the information and statements in respect of the Issuer, NEC and WMTL under ‘‘General Information—1. Authorisation’’, ‘‘General Information—4. Legal and Arbitration Proceedings’’ and ‘‘General Information—5. Significant Material Change’’ on page 90 (the ‘‘DSS Base Prospectus’’), and to the best of the knowledge of DSS (having taken all reasonable care to ensure that such is the case), the information contained in the DSS Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under ‘‘Terms and Conditions of the Notes’’ (the ‘‘Conditions’’) as amended and/or supplemented by a document specific to such Tranche called final terms (the ‘‘Final Terms’’) or in a separate prospectus specific to such Tranche (the ‘‘Drawdown Prospectus’’) as described under ‘‘Final Terms and Drawdown Prospectuses’’ below. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. This Base Prospectus must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. 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 Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or each of the Guarantors or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, any Guarantor or any Dealer. None of the Dealers, the Trustee and any of their respective affiliates have authorised the whole or any part of this Base Prospectus and none of them makes any representation or warranty or undertaking (express or implied) or accepts any responsibility