TIDMGFS
RNS Number : 0295S
Allied Universal Security Srvcs LLC
12 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
12 March 2021
RECOMMED CASH OFFER
FOR
G4S PLC
BY
ATLAS UK BIDCO LIMITED
( a newly incorporated entity that is indirectly controlled by
Allied Universal)
-- Final closing date for acceptances of the Offer is 1.00 p.m. (London time) on 16 March 2021
-- If insufficient acceptances are received by Allied Bidco by
such time then the Offer will lapse. Shareholders who have not yet
accepted the Offer are urged to do so as soon as possible
-- Acceptance Condition has been waived down to 50 per cent. plus one share
1. Introduction
On 8 December 2020, the boards of directors managing Allied
Universal Topco LLC ("Allied Universal") and of G4S plc ("G4S" or
the "Company") announced that they had reached agreement on the
terms of a recommended cash offer, to be made by Atlas UK Bidco
Limited ("Allied Bidco"), a newly incorporated entity that is
indirectly controlled by Allied Universal, to acquire the entire
issued and to be issued share capital of G4S (the "Offer"). The
full terms of, and conditions to, the Offer and the procedures for
acceptance were set out in the offer document dated 5 January 2021
(the "Offer Document") and, in respect of G4S Shares held in
certificated form, the Form of Acceptance. Following GardaWorld's
final offer of 235 pence per G4S Share, Allied Bidco's Offer also
became final.
On 8 March 2021, Allied Bidco announced it was waiving down the
percentage of G4S Shares required to satisfy the Acceptance
Condition from 75 per cent. to G4S Shares carrying in aggregate
more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of G4S.
On the same date, Atlas Bidco also announced it had obtained
substantially all of the required antitrust and regulatory
approvals and foreign direct investment clearances in applicable
jurisdictions and confirmed that if any Conditions remain
outstanding on the final date under the City Code by which the
Offer must become wholly unconditional or lapse, that it intends to
waive such Conditions.
The final closing date and the last date for acceptances of the
Offer is 1.00 p.m. (London time) on 16 March 2021. This deadline
may only be extended if there is an announcement of a firm
intention to make an offer for G4S by a third party or as otherwise
permitted by the Panel.
2. Important information for G4S Shareholders
G4S Shareholders who have not yet accepted the Offer and who
wish to accept the Offer are urged to do so as soon as possible
and, in any event, by no later than 1.00 p.m. (London time) on 16
March 2021. If sufficient acceptances in respect of the Offer are
not received by Allied Bidco on or prior to 1.00 p.m. on 16 March
2021 in order to satisfy the Acceptance Condition, then the Offer
will lapse.
The financial terms of the Offer are final and will not be
increased, save that Allied Bidco reserves the right to revise the
financial terms of the Offer where there is an announcement of a
firm intention to make an offer for G4S by any third party.
The procedure for acceptance is set out in paragraph 16 of Part
II and Parts D and E of Appendix I of the Offer Document.
Acceptances of the Offer in respect of G4S Shares held in
certificated form (that is, not in CREST) should be made by
completing and returning the Form of Acceptance that accompanied
the Offer Document as soon as possible and, in any event, so as to
be received by Link Group by no later than 1.00 p.m. (London time)
on 16 March 2021. Acceptances in respect of uncertificated G4S
Shares should be made electronically through CREST so that the TTE
instruction settles no later than 1.00 p.m. (London time) on 16
March 2021. If you are a CREST sponsored member, you should refer
to your CREST sponsor as only your CREST sponsor will be able to
send the necessary TTE instruction to Euroclear. G4S ADR Holders
who wish to participate in the Offer should contact their
Depositary. G4S VP Holders who wish to participate in the Offer
should contact Danske Bank.
If you have accepted the GardaWorld Offer but now wish to accept
the recommended Offer from Allied Bidco, you need to withdraw your
acceptance of the GardaWorld Offer and then accept this Offer.
Instructions on how to withdraw any acceptance of the GardaWorld
Offer are set out in paragraph 5 of Section C of Part 2 of the
GardaWorld offer document dated 17 October 2020, as amended by
GardaWorld's increased and final offer document dated 2 December
2020.
If you have any questions about the Offer or are in any doubt as
to how to complete the Form of Acceptance (if your G4S Shares are
held in certificated form) or how to withdraw any acceptance of the
GardaWorld Offer, please contact Link Group on 0371 664 0321. Calls
from outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 am - 5.30 pm,
Monday to Friday excluding public holidays in England and Wales.
Please note that Link Group cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and
training purposes.
3. Other
Unless Allied Bidco otherwise determines, the Acceptance
Condition shall only be capable of being satisfied prior to 16
March 2021 at a time when all other Conditions have been satisfied
or waived.
Unless the context otherwise requires and save to the extent
superseded in this announcement, the definitions and rules of
interpretation used in the Offer Document shall also apply in this
announcement.
A copy of this announcement shall be made available on the
Allied Bidco website at www.securityservicesthereforyou.com and on
the G4S website at www.g4s.com/investors/offers until the end of
the Offer Period.
For the avoidance of doubt, the content of the websites referred
to in this paragraph is not incorporated into and, save for the
information specifically incorporated by reference into this
announcement, does not form part of this announcement.
Enquiries
Allied Bidco / Allied Universal
Steve Jones, President and Chief Executive
c/o Teneo
Teneo, PR adviser to Allied Universal and Allied Bidco
Charles Armitstead + 44 7703 330 269
Matt Denham + 44 7825 735 596
Warburg Pincus LLC
Julie Foster + 44 7471 992 907
Morgan Stanley as Lead Financial Adviser to Allied Universal and
Allied Bidco
Henry Stewart / Laurence Hopkins / David Khayat +44 (0)20 7425 8000
/ Duncan Williamson / Tom Perry
Credit Suisse, as Joint Financial Adviser to Allied Universal
and Allied Bidco
Raymond R. Raimondi, Jr. / Joe Hannon / Ben Deary +44 (0)20 7888 8888
Moelis & Company, as Joint Financial Adviser to Allied
Universal and Allied Bidco
Jonathan Kaye +1 212 883 3800
Liam Beere
Cleary Gottlieb Steen & Hamilton LLP, Freshfields Bruckhaus
Deringer LLP and Kirkland & Ellis LLP are retained as legal
advisers to Allied Universal and Allied Bidco.
Important notices relating to financial advisers
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority ("PRA")
and regulated by the Financial Conduct Authority ("FCA") and the
PRA in the United Kingdom is acting exclusively as lead financial
adviser to Allied Universal and Allied Bidco and no one else in
connection with the matters set out in this announcement. In
connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the contents of this announcement or any other matter referred to
herein.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as joint financial adviser exclusively
for Allied Universal and Allied Bidco and no one else in connection
with the matters set out in this announcement and will not be
responsible to any person other than Allied Universal and Allied
Bidco for providing the protections afforded to clients of Credit
Suisse, nor for providing advice in relation to the content of this
announcement or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with this announcement, any statement contained herein
or otherwise.
Moelis & Company LLC ("Moelis & Company") is acting
exclusively as joint financial adviser to Allied Universal and
Allied Bidco and no one else in connection with the matters set out
in this announcement. In connection with such matters, Moelis &
Company, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the contents of this announcement
or any other matter referred to herein.
In accordance with the City Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Morgan Stanley
and Credit Suisse and their respective affiliates will continue to
act as connected exempt principal trader in G4S Shares on the
London Stock Exchange. These purchases and activities by connected
exempt principal traders which are required to be made public in
the United Kingdom pursuant to the City Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise nor
shall there be any sale, issuance or transfer of securities of G4S
pursuant to the Offer in any jurisdiction in contravention of
applicable laws. The Offer will be implemented solely pursuant to
the terms of the Offer Document and, in respect of G4S Shares held
in certificated form, the Form of Acceptance, which, together,
contain the full terms and conditions of the Offer, including
details of how to accept the Offer. Any decision by G4S
Shareholders in respect of, or other response to, the Offer should
be made only on the basis of the information contained in the Offer
Document and, in respect of G4S Shares held in certificated form,
the Form of Acceptance. G4S Shareholders are advised to read the
Offer Document and the Form of Acceptance carefully because they
contain important information in relation to the Offer.
Information relating to G4S Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by G4S Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from G4S may be provided to Allied Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.11.
Additional information for US G4S Shareholders and G4S ADR
Holders
The Offer is being made to G4S Shareholders resident in the
United States in reliance on, and compliance with, Section 14(e) of
the US Exchange Act, and Regulation 14E thereunder, as a "Tier II"
tender offer (as set forth in Rule 14d-1(d) under the US Exchange
Act) and otherwise in accordance with the requirements of the City
Code. The Offer is being made in the United States by Allied Bidco
and no one else.
The Offer relates to the shares of a United Kingdom incorporated
company and is subject to United Kingdom disclosure and other
procedural requirements, which are different from certain United
States disclosure and procedural requirements.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
The Offer is being made in compliance with all applicable laws
and regulations, including, to the extent applicable, Section 14(e)
of the US Exchange Act and Regulation 14E thereunder as a "Tier II"
tender offer (as set forth in Rule 14d-1(d) under the US Exchange
Act) and otherwise in accordance with the requirements of the City
Code. In accordance with normal United Kingdom practice and
consistent with Rule 14e-5(b) under the US Exchange Act, Allied
Bidco, certain affiliated companies and their nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, shares in G4S other than pursuant to the Offer ,
during the period in which the Offer would remain open for
acceptance (or, if the Offer is implemented by way of a Scheme,
until the date on which the Scheme becomes effective, lapses or is
otherwise withdrawn). If such purchases or arrangements to purchase
were to be made, they would be made outside the United States
either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable
law, including, to the extent applicable, the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Certain financial information included in this announcement and
the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom, and may not be
comparable to financial information of United States companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of consideration by a US G4S Shareholder or a G4S
ADR Holder for the transfer of its G4S Shares or its G4S ADRs, as
applicable, pursuant to the Offer may be a taxable transaction for
United States federal income tax purposes and under applicable
United States state and local, as well as non-US and other, tax
laws. Each G4S Shareholder and G4S ADR Holder is urged to consult
their independent professional adviser immediately regarding the
tax consequences of the Offer , and acceptance of the Offer ,
applicable to them, including under applicable United States
federal, state and local, as well as non-US and other, tax
laws.
It may be difficult for US G4S Shareholders or G4S ADR Holders
to enforce their rights and claims arising out of the US federal
securities laws, since G4S is organised under the laws of England
and Wales, and some or all of its officers and directors are
residents of countries other than the United States. It may not be
possible to sue a non-US company or its directors, officers or
affiliates, in a non-US court for violations of US securities laws.
It may be difficult to compel a non-US company and its directors,
officers and affiliates to subject themselves to the jurisdiction
and judgment of a United States court.
Neither the US Securities and Exchange Commission nor any United
States state securities commission has approved or disapproved the
Offer , or passed upon the fairness of the Offer or passed upon the
adequacy or accuracy of this document. Any representation to the
contrary is a criminal offence in the United States.
Additional Information for Danish G4S Shareholders and G4S VP
Holders
This document does not constitute an offer document under Danish
securities laws and consequently is not required to be nor has been
filed with or approved by the Danish Financial Supervisory
Authority as this document has not been prepared in the context of
a public takeover offer in Denmark within the meaning of the Danish
Capital Markets Act or any executive orders issued pursuant
thereto.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements.
In particular, the ability of persons who are not resident in the
United Kingdom to accept the Offer or to execute and deliver the
Form of Acceptance, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Unless otherwise determined by Allied Universal or required by
the City Code, and permitted by applicable law and regulation, the
Offer is not being made available, directly or indirectly, in, into
or from a Restricted Jurisdiction or any other jurisdiction where
to do so would violate the laws in that jurisdiction and no person
may accept the Offer by any use, means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction including
the United States or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities. Accordingly, copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any other jurisdiction where to do so
would constitute a violation of the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in or into or from any Restricted Jurisdiction or any
other jurisdiction where to do so would constitute a violation of
the laws of that jurisdiction.
The availability of the Offer to G4S Shareholders who are not
resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdictions.
Further details in relation to G4S Shareholders in overseas
jurisdictions are contained in the Offer Document.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference in the announcement), oral statements made regarding the
Offer, and other information published by Allied Universal or
Allied Bidco contains certain forward looking statements with
respect to the financial condition, results of operations and
businesses of Allied Universal and G4S and their respective groups,
and certain plans and objectives of Allied Universal with respect
to the Enlarged Group. All statements other than statements of
historical fact are, or may be deemed to be, forward looking
statements. Forward looking statements are statements of future
expectations which are prospective in nature and are not based on
historical facts, but rather on management's current expectations,
projections and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or
events to differ materially from those expressed or implied in
these statements. Forward looking statements include, among other
things, statements concerning the potential exposure of Allied
Universal, the Allied Universal Group, G4S and/or the G4S Group to
market risks and statements expressing management's expectations,
beliefs, estimates, forecasts, projections and assumptions,
including as to future potential cost savings, synergies, earnings,
cash flow, return on average capital employed, production,
divestitures and prospects. Often, but not always, these forward
looking statements are identified by their use of terms and phrases
such as "anticipate" or "does not anticipate", "believe",
"estimate", "forecast", "expect" or "does not expect", "is
expected", "is subject to", "goals", "intend", "objectives",
"outlook", "plan", "budget", "scheduled", "probably", "project",
"risks", "seek", "target" or variations of such words and phrases
and statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved.
There are a number of factors that could affect the future
operations of Allied Universal, the Allied Universal Group, G4S
and/or the G4S Group and that could cause results and developments
to differ materially from those expressed or implied in the forward
looking statements included in this announcement, including
(without limitation): (a) changes in demand for Allied Universal's
and/or G4S's products; (b) currency fluctuations; (c) loss of
market share and industry competition; (d) risks associated with
the identification of suitable properties, acquirors and targets,
and successful negotiation and completion of such transactions; (e)
changes in macroeconomic or trading conditions; (f) the impact of
COVID-19; and (g) changes in government and regulation including in
relation to health and safety. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward looking statements. Such forward looking statements
should therefore be construed in the light of such factors.
All forward looking statements contained in this announcement
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Although
Allied Universal and Allied Bidco believe that the expectations
reflected in such forward looking statements are reasonable, Allied
Universal, Allied Bidco and their respective associates, directors,
officers and advisers provide no representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this announcement will actually
occur. Readers should not place undue reliance on forward looking
statements.
Each forward looking statement speaks only as of the date of
this announcement. None of Allied Universal, Allied Bidco or the
Allied Universal Group undertakes any obligation, and expressly
disclaims any intention or obligation, to publicly update or revise
any forward looking statement as a result of new information,
future events or otherwise, except to the extent legally required
(including under the United Kingdom Listing Rules and the
Disclosure and Transparency Rules of the FCA). In light of these
risks, results could differ materially from those stated, implied
or inferred from the forward looking statements contained in this
announcement.
No forecasts or estimates
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this announcement
should be interpreted to mean that cash flow from operations, free
cash flow, earnings or earnings per share for Allied Universal,
Allied Bidco, G4S or the Enlarged Group, as appropriate, for the
current or future financial years would necessarily match or exceed
the respective historical published cash flow from operations, free
cash flow, earnings or earnings per share for Allied Universal,
Allied Bidco or G4S as appropriate or to mean that the Enlarged
Group's earnings in the first 12 months following the Offer, or in
any subsequent period, would necessarily match or be greater than
those of Allied Bidco or G4S for the relevant preceding financial
period or any other period.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m., (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m., (London time) on the 10th Business Day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a dealing disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a dealing disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A dealing disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A dealing disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.,
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and dealing disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the City Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and dealing
disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a dealing
disclosure.
For the purpose of this section (Disclosure requirements of the
City Code) and the following section (Publication on website) of
this announcement, "Business Day" means a day on which the London
Stock Exchange is open for the transaction of business.
Publication on website
A copy of this announcement and the documents required by Rule
26 of the City Code will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Allied Universal's website
(https://www.securityservicesthereforyou.com/) and on G4S's website
(https://www.g4s.com/investors/offers) by no later than 12 noon
(London time) on the Business Day following the date of this
announcement. For the avoidance of doubt, the contents of the
websites referred to in this announcement are not incorporated into
and do not form part of this announcement.
G4S Shareholders may request a hard copy of this announcement by
contacting Link Group on 0371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 am - 5.30 pm,
Monday to Friday excluding public holidays in England and Wales.
Please note that Link Group cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and
training purposes or by submitting a request in writing to Link
Group, Corporate Actions at The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU. If you have received this announcement in
electronic form, copies of this announcement and any document or
information incorporated by reference into this announcement will
not be provided unless such a request is made.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or from an independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are located in the United
Kingdom or, if you are located outside the United Kingdom, from an
appropriately authorised independent financial adviser.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
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