G4S PLC G4s Plc: Request For Removal From Trading And Official Listing Submitted To Nasdaq

 
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 THAT JURISDICTION 
 
   FOR IMMEDIATE RELEASE 
 
   17 March 2021 
 
   G4S PLC ("G4S") 
 
   REQUEST FOR REMOVAL FROM TRADING ON NASDAQ 
 
   AND OFFICIAL LISTING IN DENMARK 
 
   G4S has today requested the removal from trading of its shares from 
Nasdaq Copenhagen A/S ("Nasdaq") and official listing (together the 
"Delisting") pursuant to Supplement A, Rule 22 (ii) of the Nordic Main 
Market Rulebook (the "Rulebook"). 
 
   This does not affect G4S' primary listing on the London Stock Exchange 
(the "LSE"). 
 
   1.                Background and reasoning for applying for Delisting 
 
   1.1             Background 
 
   G4S, as we know it today, was founded in 2004 by a combination of the 
English Securicor and the Danish Group 4 (demerged from Group 4 Falck). 
At the time of the combination, there was a majority of Group 4 
shareholders, and as such, even though the continuing company of the 
merger was English, it was decided to maintain a secondary listing on 
Nasdaq. 
 
   However, at the time, it was not possible for Danish shareholders to 
hold shares directly via CREST (now Euroclear UK), and a nominee setup 
was therefore put in place. Effectively, the G4S shares belonging to the 
Danish G4S shareholders were stored with HSBC, who in turn held them for 
Danske Bank who held them on behalf of the ultimate beneficial Danish 
shareholders. Depositary receipts for shares owned by the ultimate 
beneficial shareholders were issued by Danske Bank and registered in VP 
Securities A/S ("VP"). This structure has never been changed with the 
consequence that while it is the entire share capital of G4S which is 
traded on Nasdaq, the Danish G4S "shareholders" are in fact holders of 
depositary receipts registered in VP and corresponding to an underlying 
number of G4S shares held by HSBC (in the following, the G4S instrument 
held by the Danish G4S "shareholders" is referred to as "G4S VP 
Interest(s)" and the holders hereof as "G4S VP Interest Holders"). 
 
   1.2             Reasoning & Board Resolution 
 
   With the end of the transition period and the effectuation of Brexit, 
the UK ceased to be a member state of the EU. After consultation with 
the Danish FSA, it has become increasingly likely that a continued 
listing on Nasdaq will require that G4S comply with both Danish and 
English rules and regulations. This will increase G4S' compliance costs 
significantly and make it cumbersome to have to navigate two different 
sets of rules which are often not compatible. 
 
   As the number of G4S VP Interest Holders for whom the Nasdaq listing is 
relevant has reached a record-low level of approx. 2% of the G4S share 
capital, the board of directors of G4S and its Delisting committee have 
unanimously resolved to request Nasdaq for a Delisting of G4S. The 
decisions are based on two facts, (i) the difficulties and costs related 
to upholding a secondary listing within the EU after Brexit, and (ii) 
the very limited number of G4S VP Interest Holders who are trading G4S 
VP Interest(s) on Nasdaq. 
 
   2.                Possible courses of actions for G4S VP Interest 
holders 
 
   Provided that G4S' request for Delisting is accommodated, G4S VP 
Interest Holders will have three options: 
 
 
   -- Dispose of their G4S VP Interest in the ordinary market during the 
      trading period determined by Nasdaq (expected to be 4 weeks) 
 
   -- Convert their G4S VP Interests to the equivalent number of underlying G4S 
      shares and become direct G4S shareholders 
 
   -- Do nothing and retain their G4S VP Interests 
 
 
   Below, the three options will be elaborated further upon. 
 
   2.1             Trading Window 
 
   Upon receipt of the expected Nasdaq approval of G4S' Delisting request, 
the G4S VP Interest on Nasdaq will remain open for ordinary trading for 
a period expected to be 4 weeks. As such, it will be possible to dispose 
of the G4S VP Interests on the ordinary market within the trading 
period. In such case, the G4S VP Interest Holder's stockbroker, bank or 
financial adviser should be contacted. 
 
   2.2             Conversion 
 
   If a G4S VP Interests Holder should wish to continue holding a listed 
interest in G4S, the G4S VP Interests will have to be converted to the 
underlying G4S shares. 
 
   To convert G4S VP Interests to the underlying G4S shares, the G4S VP 
Interest Holders should, via their custodian bank, request Danske Bank 
to convert their G4S VP Interest(s) into G4S share(s), at their own 
cost. 
 
   After receiving the request, the custodian bank will transfer their G4S 
VP Interest(s) to Danske Bank and instruct Danske Bank to have HSBC Bank 
plc deliver their G4S Share(s) to the former G4S VP Interest Holder (or 
their custodian bank). To complete the conversion process, the custodian 
bank may, however, require additional information from the G4S VP 
Interest Holders. 
 
   For most major banks in Denmark, the holding of G4S shares will not be 
an issue. However, some smaller banks may not be able to accommodate 
this. Therefore, any G4S VP Interest Holder wishing to convert G4S VP 
Interests into G4S shares should inquire about this with their custodian 
bank. 
 
   Furthermore, please note, that the respective custodian bank might 
charge a (yearly) fee for holding foreign shares. Please note that any 
G4S VP Interest Holder will continue to be able to have their G4S VP 
Interest(s) converted to the underlying G4S share(s) even after 
completion of the Delisting from Nasdaq. 
 
   Please also note that conversion of G4S VP Interest(s) into G4S share(s) 
may take several days to complete. 
 
   Should G4S VP Interest Holders choose to convert their G4S VP Interests 
to the underlying G4S shares, please note that: 
 
 
   -- the cost of conversion will be borne by the individual investor; 
 
   -- the base costs to the conversion agent (Danske Bank) amount to DKK 750; 
 
   -- additionally, a fee to the custodian bank may be payable; and 
 
   -- the conversion of the G4S VP Interests will not be reversible. 
 
 
   Holders of G4S VP Interests should contact their own custodian bank if 
they have any questions relating to how to convert their G4S VP 
Interests to the underlying G4S shares or to the costs associated 
herewith. 
 
   As an alternative, G4S VP Interest Holders are also free to dispose of 
their G4S VP Interests in the market by selling (all or part of) their 
G4S VP Interest(s) on Nasdaq, see above. Should they wish to do so, they 
should contact their stockbroker, bank or financial adviser. 
 
   2.3             Retain the G4S VP Interest 
 
   The G4S VP Interest Holders have the option of doing nothing and 
retaining their G4S VP Interests. As G4S will cease to be listed on 
Nasdaq, the G4S VP Interest Holders will after the Delisting not be able 
to sell their G4S VP Interests on Nasdaq. As such, the G4S VP Interest 
Holders will have an illiquid asset and will most likely need to convert 
their G4S VP Interests to G4S shares, see above, if and when they wish 
to sell their G4S VP Interests. 
 
   Please note that the G4S VP Interest Holders will still be able have 
their G4S VP Interest converted to the underlying G4S shares even after 
completion of the Delisting from Nasdaq. 
 
   All other rights for G4S VP Interest Holders will remain unchanged. The 
G4S VP Interests will continue to be registered in VP, and Danske Bank 
will continue to serve as G4S' custodian bank. 
 
   3.                changes for G4S VP Interest Holders 
 
   3.1             Shareholder/G4S VP Interest Holder Rights 
 
   If G4S VP Interest Holders choose to retain their G4S VP Interests, they 
will similarly retain the same shareholder rights as they have 
previously enjoyed, i.e. the right to vote and receive dividends etc. by 
way of their custodian bank at the request of Danske Bank. 
 
   Should they decide to convert their G4S VP Interests to G4S shares, they 
will have the full range of direct shareholder rights, including but not 
limited to attending general meetings, voting and receiving dividends. 
 
   Please note that the G4S articles of association allow for any 
shareholder (or G4S VP Interest Holder) who so desires (and informs G4S 
hereof) to receive dividends in DKK instead of GBP. 
 
   3.2             Disclosure Obligations 
 
   G4S VP Interest Holders who choose to convert their G4S VP Interests to 
G4S shares, should note that such shares are listed on the LSE. While 
the UK is no longer subject to EU regulation on disclosure obligations, 
market abuse etc., the UK has chosen to adopt relevant EU regulation 
into national law. The UK Market Abuse Regulation is similar to the EU 
Market Abuse Regulation and has been designed to ensure that UK markets 
and financial instruments continue to be subject to substantively the 
same requirements as under the EU Market Abuse Regulation. 
 
   Subsequent to a Delisting from Nasdaq, G4S will not be subject to any 
Danish legislation or regulation nor to the supervision of the Danish 
FSA. G4S will, however, via the primary listing on the LSE, remain 
subject to similar strong disclosure obligations. 
 
   3.3             Tax Consequences 
 
   The G4S VP Interest Holders holding G4S VP Interests through VP are 
indirect shareholders of G4S, and Danske Bank is only holding the G4S 
shares on behalf of the beneficial "shareholders", i.e. the G4S VP 
Interest Holders, pursuant to a custodian agreement with HSBC. 
 
   Based on the above, it is our assessment that a Delisting from Nasdaq 
will not have any tax impact on Danish tax resident G4S VP Interest 
Holders who choses to convert their G4S VP Interests and thus after a 
Delisting will hold G4S shares directly through Euroclear UK. 
 
   Furthermore, on the basis of the Danish Tax Council's practice, a 
Delisting from Nasdaq, should not have any tax impact on Danish tax 
resident G4S VP Interest Holders who retains their G4S VP Interest(s),

and thus after a Delisting will hold unlisted VP registered G4S VP
Interests, since the underlying G4S share will still be listed on a
(tax-wise) regulated market, i.e. the LSE.

The above assessments apply to all Danish tax resident G4S VP Interest
Holders regardless of whether they are individuals, corporate entities
or pension funds.

Please note that as each G4S VP Interest Holder's circumstances may
differ, G4S encourage each G4S VP Interest Holder to consult with their
own tax and/or financial adviser.

4. Note on current takeover offer

As it may have been noticed, the bidder in the ongoing takeover process
for G4S has made it clear in their offer document that should they
succeed in acquiring 75-90% of the G4S share capital, a process will be
set in motion to have G4S delisted from both the LSE and Nasdaq and, if
possible, to have the remaining outstanding shares compulsorily
redeemed. However, G4S' decision to seek Delisting already now, is
independent of the ongoing takeover process. The offer document and all
other published information relating to the current takeover offer can
be found at
https://www.globenewswire.com/Tracker?data=vDM8CmB5cSRryEXCUNELsIzADzwgBf7h2qSS0YK4jn3U4g0KJJzimtXNLq7z70KzWD_Dmn77seiw488YbHCcQx7-WdcUX3VpgDw8V2KCYXiExpqA9JmA_MARkJ3z_RlYo9gZntGMEE7VPhh1-sLPgDdjXey0HrM4qPqrLcSaooJPZoLGw2tW_1GuEAOkgzeW
https://www.g4s.com/investors/offers.

For further enquiries, please contact Investor Relations

Email Investor@g4s.com
Telephone + 44 (0) 207 963 3132

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.

(END) Dow Jones Newswires

March 17, 2021 13:30 ET (17:30 GMT)

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