G4S PLC Offer From Allied Universal Unconditional As To Acceptances

 
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 
 
   16 March 2021 
 
   G4S plc ("G4S" or the "Company") 
 
   Offer from Allied Universal Unconditional as to Acceptances 
 
   The Board of G4S notes the recent announcement by Allied Universal Topco 
LLC ("Allied Universal") that it has received acceptances of 79.09% for 
the cash offer of 245 pence per G4S share (the "Final Allied Universal 
Offer") made by Atlas UK Bidco Limited ("Allied Bidco") and that the 
Final Allied Universal Offer has become unconditional as to acceptances. 
The Allied Universal announcement (the "Allied Announcement") is 
available at www.g4s.com/investors/offers. 
 
   The Final Allied Universal Offer price of 245 pence per G4S share 
represents a premium of approximately 68% to the closing price of 146 
pence per G4S share on 11 September 2020 (being the last business day 
before commencement of the offer period) and a premium of approximately 
91% to the three-month volume weighted average closing price of 128 
pence per G4S share on 11 September 2020. 
 
   Commenting, John Connolly, Chairman of the G4S Board, said: 
 
   "We are pleased that a very large proportion of shareholders have 
accepted Allied Universal's final offer. The G4S board believes that the 
offer provides shareholders with an attractive premium, while securing 
the future success of G4S for employees, customers, pension scheme 
members and other stakeholders. 
 
   I would like to thank Ashley and his team together with all employees 
for the successful transformation of G4S in recent years, which has made 
this transaction possible and I would like to thank my fellow Board 
members for their excellent work. Finally, I would like to thank all of 
our shareholders for their strong support." 
 
   Commenting, Ashley Almanza, Chief Executive Officer of G4S said: 
 
   The combination of G4S and Allied Universal creates the global leader in 
security with revenues of over $18billion, industry leading talent and 
expertise and unmatched market coverage. This unique combination will 
offer customers exceptional service and provides employees with an 
exciting future. 
 
   I would like to thank the Board and our shareholders for their support 
and to thank colleagues across G4S for their outstanding contribution to 
the successful re-positioning of G4S that has made this transaction 
possible. My team and I look forward to working with Allied to support a 
successful integration of the two businesses." 
 
   The G4S Directors unanimously recommend that those G4S shareholders, who 
have not already done so, accept the Final Allied Universal Offer. The 
Final Allied Universal Offer will remain open for acceptance until 
further notice.  At least 14 days' notice will be given by an 
announcement before the Final Allied Universal Offer is closed. 
 
   Allied Bidco has 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 Code by which the Final Allied 
Universal Offer must become wholly unconditional or lapse, it intends to 
waive such Conditions. 
 
   Allied Bidco expects that the Final Allied Universal Offer will become 
wholly unconditional on 6 April 2021. 
 
 
 
 
For further enquiries, please contact: 
 
 
 
 
 
 
 
Helen Parris        Director of Investor 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. 
 
   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 Final Allied Universal Offer or otherwise 
nor shall there be any sale, issuance or transfer of securities of G4S 
pursuant to the Final Allied Universal Offer in any jurisdiction in 
contravention of applicable laws. 
 
   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 dated 5 January 2021 shall also apply in this 
announcement. 
 
   If you have any questions as to how to accept the Final Allied Universal 
Offer, please telephone 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. 
 
   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. 
 
   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/investors/offers, 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. 
 
   General 
 
   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.
(END) Dow Jones Newswires
March 16, 2021 12:56 ET (16:56 GMT)
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