PREVIEW-FirstGroup shareholders' vote on U.S. divestment to go down to wire

May 26 (Reuters) - At least two major investors in FirstGroup Plc will vote against the British transport operator’s proposed 3.3 billion pound ($4.7 billion) sale of its U.S. assets to private equity fund EQT Infrastructure in a shareholder meeting on Thursday.

Top shareholder Coast Capital, which spearheaded a rebellion against the deal, and the second-biggest investor Schroders have separately announced their intention to vote down the proposed sale. They collectively own around 25% of FirstGroup.

The divestment of FirstStudent, the operator of around 43,000 yellow school buses, and FirstTransit will be put to a shareholder vote on Thursday afternoon. It needs the support of at least 50% of votes cast at the meeting.

The bitter public spat between activist investor Coast and the Aberdeen-based company revolves primarily around the deal valuation and the distribution of sale proceeds.

However, Columbia Threadneedle Investments, the third-largest investor with an around 10% stake in FirstGroup, has indicated its support for the sale.

“I think the vote will be close,” Peel Hunt analyst Alexander Paterson said.

Not only shareholders, but proxy advisors are also divided, with ISS and PIRC advising shareholders to support the deal while Glass Lewis recommending against it.

A Telegraph report over the weekend said Hong Kong-based activist fund Oasis Management has taken a stake in FirstGroup and intends to vote against the sale.

A spokesperson for Oasis declined to comment.

Other shareholders contacted by Reuters either declined to comment or did not respond to emails.

FirstGroup, which aims to focus on its British operations, plans to use the majority of proceeds from the sale to pay down debt and contribute to its UK pension schemes, while paying 365 million pounds to shareholders.

Coast has asked shareholders to vote against the deal unless the offer was improved and more proceeds were given to shareholders. ($1 = 0.7071 pounds) (Reporting by Yadarisa Shabong in Bengaluru; Editing by Maju Samuel)