TIDMGFS
RNS Number : 4694S
Garda World Security Corporation
16 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 OR REGULATIONS OF THAT
JURISDICTION.
Garda World Security Corporation
(" GardaWorld ") through its wholly-owned subsidiary
Fleming Capital Securities, Inc. ("Fleming")
Lapse of Cash Offer for G4S plc
On 2 December 2020, GardaWorld published an offer document (the
"Increased Offer Document") setting out the terms of its increased
cash offer, made through its wholly-owned subsidiary Fleming, to
acquire the entire issued and to be issued share capital of G4S plc
("G4S") (other than the G4S Shares already held by Fleming) (the
"Cash Offer"). On 22 February 2021, GardaWorld announced that the
Cash Offer was final and will not be revised.
As at 1.00 p.m. (London time) on 16 March 2021 (being the
closing date of the Cash Offer), Fleming had received valid
acceptances in respect of a total of 1,127,991 G4S Shares,
representing approximately 0.07 per cent. of the issued share
capital of G4S, which Fleming may count towards the satisfaction of
the Acceptance Condition. So far as Fleming is aware, none of these
acceptances have been received from persons acting in concert with
Fleming.
In addition, Fleming holds in aggregate 24,065,190 G4S Shares,
representing approximately 1.55 per cent. of G4S's issued share
capital. Accordingly, Fleming either holds, or has received valid
acceptances of its Cash Offer in respect of, a total of 25,193,181
G4S Shares, representing approximately 1.62 per cent. of G4S's
issued share capital, which may count towards satisfaction of the
Acceptance Condition. The percentage of G4S Shares referred to in
this section is based upon a figure of 1,551,594,436 G4S Shares in
issue.
As such, the Acceptance Condition has not been satisfied and the
Cash Offer has now lapsed and is no longer capable of acceptance.
Any G4S Shareholders who have accepted the Cash Offer cease to be
bound by their acceptances.
In respect of G4S Shares held in certificated form, the First
Form of Acceptance and/or Second Form of Acceptance (as
applicable), share certificate(s) and/or other document(s) of title
will be returned by post (or by such other method as may be
approved by the Panel) within 14 days of the Cash Offer lapsing to
the person or agent whose name and address (outside any Restricted
Jurisdiction) is set out in the relevant box on the relevant Form
of Acceptance or, if none is set out, to the first-named or sole
holder at his or her registered address (provided that no such
documents will be sent to an address in any Restricted
Jurisdiction).
In respect of G4S Shares held in uncertificated form,
Computershare, the Receiving Agent, will, immediately (or within
such longer period as the Panel may permit, not exceeding 14 days
after the lapsing of the Cash Offer), give instructions to
Euroclear to transfer all G4S Shares held in escrow balances and in
relation to which it is the escrow agent for the purposes of the
Cash Offer to the original available balances of the G4S
Shareholders concerned.
Defined terms used but not defined in this announcement have the
same meanings as set out in the Increased Offer Document.
- Ends -
For more information
GardaWorld
Stephan Crétier, Founder, Chairman,
President and CEO
c/o Montfort Communications
BC Partners
Raymond Svider, Partner and Chairman
Paolo Notarnicola, Partner
c/o Montfort Communications
Montfort Communications
Nick Miles +44 (0)77 3970 1634
Olly Scott +44 (0)78 1234 5205
Barclays Bank PLC, acting through
its Investment Bank, as Joint Lead
Financial Adviser to GardaWorld
Omar Faruqui
Chad Parker
Tom Macdonald +44 (0)20 7623 2323
UBS, as Joint Lead Financial Adviser
to GardaWorld
Jonathan Rowley
Jonathan Retter
Sandip Dhillon +44 (0)20 7568 1000
BofA Securities, as Joint Lead Financial
Adviser to GardaWorld
Eamon Brabazon
Geoff Iles
Justin Anstee +44 (0)20 7628 1000
Jefferies, as Financial Adviser to
GardaWorld
Daniel Frommelt
Philip Noblet
James Thomlinson +44 (0)20 7029 8000
Important Notices
Capitalised terms used in this section (Important Notices) but
not defined in this announcement have the meanings given to them in
the Increased Offer Document.
Important notices relating to financial advisers
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for
GardaWorld and Fleming and no one else in connection with the
matters described herein and will not be responsible to anyone
other than GardaWorld or Fleming for providing the protections
afforded to clients of Barclays nor for providing advice in
relation to the other matters referred to herein.
UBS AG London Branch is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority and subject to
regulation by the FCA and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS AG London Branch
and UBS Securities LLC (collectively, "UBS") are acting exclusively
for GardaWorld and Fleming and no one else in connection with the
matters described herein and will not be responsible to anyone
other than GardaWorld or Fleming for providing the protections
afforded to clients of UBS nor for providing advice in relation to
the matters referred to herein.
Merrill Lynch International ("BofA Securities"), which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the FCA and the Prudential Regulation
Authority, is acting exclusively for GardaWorld and Fleming and no
one else in connection with the matters described herein and will
not be responsible to anyone other than GardaWorld or Fleming for
providing the protections afforded to clients of BofA Securities
nor for providing advice in relation to the matters referred to
herein.
Jefferies International Limited ("Jefferies") which is
authorised and regulated in the UK by the Financial Conduct
Authority, is acting exclusively for GardaWorld and Fleming and no
one else in connection with the Cash Offer and shall not be
responsible to anyone other than GardaWorld or Fleming for
providing the protections afforded to clients of Jefferies nor for
providing advice in connection with the matters referred to herein.
Neither Jefferies, nor any of its affiliates, subsidiaries or
branches 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 other than
GardaWorld or Fleming in connection with any statement contained
herein or otherwise.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, subscribe
for, otherwise acquire, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the offer referenced herein or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Cash Offer
will be implemented solely pursuant to the terms of the Increased
Offer Document, the Original Offer Document and the accompanying
Second Form of Acceptance which, together, contain the full terms
and conditions of the Cash Offer, including details of how to
accept the Cash Offer.
G4S Shareholders are advised to read the Increased Offer
Document, the Original Offer Document and the Second Form of
Acceptance carefully because they contain important information in
relation to the Cash Offer. Any decision by G4S Shareholders in
respect of the Offer should be made only on the basis of the
information contained in the Increased Offer Document, the Original
Offer Document and the Second Form of Acceptance.
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 and
regulations of jurisdictions outside the United Kingdom. The
Acquisition will be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange ("LSE") and the
Financial Conduct Authority ("FCA").
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments.
Publication on website and availability of hard copies
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 GardaWorld's website (
www.garda.com/investors/g4s ) by no later than 12 noon (London
time) on the Business Day following this announcement. The content
of the websites referred to in this announcement are not
incorporated into and does not form part of this announcement.
Subject to certain restrictions relating to persons in any
Restricted Jurisdictions, G4S Shareholders may request a hard copy
of the Increased Offer Document, the Original Offer Document and
the Second Form of Acceptance by contacting Computershare, by
telephone between 8.30 a.m. and 5.30 p.m. (London time) Monday to
Friday (excluding English and Welsh public holidays) on 0370 707
4021 or, if calling from outside the United Kingdom, +44 (0) 370
707 4021. Calls may be recorded and randomly monitored for security
and training purposes. The helpline cannot provide advice on the
merits of the Cash Offer nor give any financial, legal or tax
advice.
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.
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END
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