G4S PLC Allied Universal Recommended Cash Offer For G4s Plc Update

 
TIDMGFS 
 
 
   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 
 
   Allied Universal Recommended Cash Offer for G4S plc Update 
 
   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"). 
 
   Today, Allied Universal urged G4S shareholders who have not yet accepted 
the Offer and who wish to accept the Offer 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, adding that 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 "Announcement"). 
 
   The Announcement is available in the Recommended Offer By Allied 
Universal section on https://www.g4s.com/investors/offers. 
 
 
 
 
 
  For further enquiries, please contact: 
                                           Director of 
                                            Investor 
Helen Parris                                Relations      +44 (0) 207 9633189 
 
  Media enquiries 
Sophie McMillan                            Head of Media   +44 (0) 759 5523483 
Press office                                               +44 (0) 207 9633333 
 
   G4S Joint Lead Financial Advisers and Corporate Brokers 
 
   Citigroup Global Markets Limited 
 
   J.P. Morgan Cazenove 
 
 
 
 
 
   G4S Financial Advisers 
 
   Lazard & Co., Limited 
 
   Goldman Sachs International 
 
   G4S Legal Advisers 
 
   Linklaters LLP 
 
   Media Advisers 
 
   Brunswick 
 
   Notes to Editors 
 
   G4S is the leading global security company, specialising in the 
provision of security services and solutions to customers. Our mission 
is to create material, sustainable value for our customers and 
shareholders by being the supply partner of choice in all our markets. 
 
   G4S is quoted on the London Stock Exchange and has a secondary stock 
exchange listing in Copenhagen. After taking account of the businesses 
being sold in the year, G4S is active in more than 80 countries and has 
around 533,000 employees. For more information on G4S, visit 
www.g4s.com. 
 
   Important Notices 
 
   Citigroup Global Markets Limited ("Citi"), which is authorised by the 
Prudential Regulation Authority ("PRA") and regulated in the UK by the 
Financial Conduct Authority ("FCA") and the PRA, is acting exclusively 
for G4S and no one else in connection with the matters set out in this 
announcement and will not regard any other person as its client in 
relation to the matters in this announcement and will not be responsible 
to anyone other than G4S for providing the protections afforded to 
clients of Citi nor for providing advice in relation to any matter 
referred to herein. 
 
   J.P. Morgan Securities plc (which conducts its UK investment banking 
business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is 
authorised in the United Kingdom by the PRA and regulated in the United 
Kingdom by the PRA and the FCA, is acting as financial adviser 
exclusively for G4S plc and no one else in connection with the matters 
set out in this announcement and will not regard any other person as its 
client in relation to the matters set out in this announcement and will 
not be responsible to anyone other than G4S plc for providing the 
protections afforded to clients of J.P. Morgan Cazenove or its 
affiliates, nor for providing advice in relation to any matter referred 
to herein. 
 
   Lazard & Co., Limited, which is authorised and regulated in the United 
Kingdom by the Financial Conduct Authority, is acting exclusively as 
financial adviser to G4S and no one else in connection with the matters 
set out in this announcement and will not be responsible to anyone other 
than G4S for providing the protections afforded to clients of Lazard & 
Co., Limited nor for providing advice in relation to the matters set out 
in this announcement. Neither Lazard & Co., Limited nor any of its 
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 Lazard 
& Co., Limited in connection with this announcement, any statement 
contained herein or otherwise. 
 
   Goldman Sachs International ("Goldman Sachs"), which is authorised in 
the United Kingdom by the PRA and regulated in the United Kingdom by the 
PRA and the FCA, is acting exclusively for G4S and no one else in 
connection with the matters set out in this announcement. Goldman Sachs 
will not be responsible to anyone other than G4S for providing the 
protections afforded to clients of Goldman Sachs nor for providing 
advice in relation to any matter referred to herein. 
 
   Disclosure Requirements 
 
   Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm 
(London time) on the 10th business day following the commencement of the 
offer period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested 
in 1% 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 of the Code. A Dealing Disclosure by a person to 
whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 of the Code. 
 
   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 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 Takeover 
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. 
 
   Rule 26.1 Disclosure 
 
   In accordance with Rule 26.1 of the Code, a copy of this announcement 
will be available at www.G4S.com, by no later than 12 noon (London time) 
on the business day following this announcement. The content of the 
website referred to in this announcement is not incorporated into and 
does not form part of this announcement.
(END) Dow Jones Newswires
March 12, 2021 02:51 ET (07:51 GMT)
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