Information  X 
Enter a valid email address

G4S plc UK DK (GFS)

  Print      Mail a friend       Annual reports

Monday 17 October, 2011

G4S plc UK DK

G4S plc UK DK : Acquisition






NOT  FOR RELEASE, PUBLICATION  OR DISTRIBUTION IN  OR INTO THE  UNITED STATES OF
AMERICA,  HONG  KONG,  INDIA, JAPAN,  PEOPLE'S  REPUBLIC OF CHINA, SAUDI ARABIA,
SOUTH  AFRICA, SWITZERLAND OR ANY JURISDICTION WHERE  TO DO SO WOULD VIOLATE THE
LAWS OF THAT JURISDICTION.

THIS  ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT  SUBSCRIBE FOR OR  PURCHASE ANY SECURITIES  REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS EXPECTED TO
BE  PUBLISHED TODAY BY  THE COMPANY IN  CONNECTION WITH THE PROPOSED ACQUISITION
AND  RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE COMPANY'S
REGISTERED OFFICE.

17 October 2011
For immediate release

                                    G4S PLC
                    ACQUISITION OF ISS A/S FOR £5.2 BILLION
                          AND £2 BILLION RIGHTS ISSUE

 Creating the World's Largest Integrated Security and Facilities Services Group

G4S  plc,  the  international  security  solutions  group,  today  announces the
acquisition  of ISS A/S  for an enterprise  value of approximately £5.2 billion.
G4S  also announces  a 7 for  6 rights issue  at 122p to  raise approximately £2
billion.

The Acquisition has a compelling strategic and financial rationale and will:
  * Create  a  global  leader  in  integrated  security  and facilities services
    combining  G4S's 2010 revenue  of £7,397  million and  ISS's 2010 revenue of
    £8,522 million
  * Accelerate  delivery  of  G4S's  strategy  to  provide integrated facilities
    services ("IFS")
  * Provide  significant growth opportunities  and an estimated  £100 million of
    annual pre-tax cost savings by 2014
  * Lead  to an investment of  £20 million per year  by 2014 in creating service
    excellence centres to share best practice across the enlarged group
  * Be  a financially compelling  transaction expected to  deliver, within three
    years:
  * double digit post-tax ROIC
  * double digit EPS accretion
  * no PBITA margin dilution
  * Be  funded in a manner  to allow G4S to  retain a BBB (or equivalent) credit
    rating

The  combination of G4S and ISS  creates the world's largest integrated security
and  facilities services company, by revenue, profit, countries of operation and
number of employees.

Commenting on the Acquisition, G4S's CEO, Nick Buckles said:
"We are excited to announce the acquisition of ISS to create the world's largest
integrated  security and  facilities services  group.  Since  G4S was created in
2004, we  have grown  our business  significantly and  have expanded our service
offering  beyond our  traditional security  heritage into  much broader areas of
facilities  services and outsourcing to meet growing customer needs.  We believe
this  acquisition  will  transform  our  business,  significantly accelerate the
delivery   of   our   solutions   strategy  and  create  substantial  value  for
shareholders.

G4S  and ISS  have very  similar cultures  and strategic  ambitions as well as a
strong,  shared vision for providing service  excellence to customers across the
security  and facilities services  spectrum.  The acquisition  will also provide
significant  opportunities for staff at all  levels to develop and broaden their
skills  into complementary areas, as  part of a team  of more than 1 million G4S
employees."

Chairman of G4S, Alf Duch-Pedersen added:
"This  acquisition  brings  together  two  high quality companies and management
teams  with a very strong business performance and integration track record.  We
have  a compelling strategy,  significant experience in  meeting a wide range of
customer  needs  and  in  motivating  a  large  and diverse workforce to deliver
excellent service to our customers.

I  am delighted that ISS's CEO, Jeff  Gravenhorst, will be joining the G4S Board
and  I look forward to  welcoming him and the  ISS management and employees into
the group."

Summary of the transaction structure

G4S  has  agreed  to  acquire  100% of  ISS  for  a  total  enterprise  value of
approximately  £5.2  billion  reflecting  a  multiple  of 8.5x ISS's last twelve
months EBITDA.

FS  Invest II  (the sole  shareholder of  ISS and  a company indirectly owned by
funds  advised by EQT Partners and GS Capital Partners) will receive DKK 130 per
ISS  share, equivalent to around £1,528m in  total - 50% paid in cash and 50% in
G4S shares, with these shares being subject to a nine month lock-up.

The  transaction  is  to  be  funded  through  a  combination of a 7 for 6 fully
underwritten  rights  issue  to  raise  approximately  £2  billion, and new debt
facilities  which will  also be  used to  refinance existing  debt. The new debt
facilities  have been  fully underwritten  by Deutsche  Bank, HSBC  Bank and The
Royal Bank of Scotland.

Accelerating G4S's strategy and creating a platform for further growth

The  G4S  Board  believes  that  the  combination  of  G4S  and  ISS  provides a
significant  opportunity to  accelerate delivery  of G4S's  IFS, or "solutions",
strategy,  in  response  to  customer  demand  and  by  addressing  what the G4S
directors  believe  to  be  a  current  market  supply  gap for IFS.  IFS is the
provision  of  multi-service  types  under  one  contract, together with on-site
management through a single point of contact with the customer, which allows the
facilities services functions to be integrated at the customer's premises.

The  G4S Board believes that Enlarged G4S will  have a strong base from which to
develop its IFS proposition with a significant proportion of 2010 revenue in IFS
or solutions contracts (20% of ISS's 2010 revenue was derived from IFS contracts
and 30% of G4S's 2010 revenue was from solutions contracts).

The  G4S Board  believes that  G4S and  ISS operate in complementary geographies
with   overlaps  in  over  40 countries,  which  it  is  expected  will  provide
significant opportunities for cross-selling.  In addition, there are a number of
countries  where only  one business  is present  today yielding opportunities to
broaden Enlarged G4S's offer in those markets.  In particular, Enlarged G4S will
be  able to build upon ISS's presence in European countries such as Spain, Italy
and Switzerland, while G4S's presence throughout the Middle East and Africa will
provide a platform from which to launch and develop ISS's service lines in those
regions.

The Acquisition brings together two market leading businesses with complementary
strategies  and service lines  to create a  market leader in integrated security
and  facilities services with expertise in  individual service lines, which is a
key  customer  requirement,  in  addition  to  experience  of  providing bundled
services and IFS.

The  group  will  continue  to  have  significant  exposure  to  faster  growing
developing  markets, representing around a quarter of combined G4S and ISS 2010
revenue  and targeted to increase to 50% of  revenue by 2019.  In the first half
of  2011, G4S's New Markets businesses delivered  organic growth of 9% and ISS's
Emerging Markets delivered strong organic growth of 14%.

The combination provides best practice sharing opportunities which the G4S Board
expects  will improve  the performance  of ISS's  Emerging Markets businesses in
line  with that of  G4S and will  enable the Enlarged  G4S to transfer ISS's IFS
expertise  into  multiple  G4S  developed  markets.   It will also create an IFS
proposition to meet customer demand for such services.

The  G4S Board believes that Enlarged G4S will be well positioned to target what
it estimates to be a £500 billion global facilities services market with the aim
of  developing longer term partnerships with customers, driving better value for
customers and generating more predictable, higher quality earnings for G4S.

Creating value for shareholders

The  G4S Board believes that the  combination is financially compelling and will
create shareholder value with expected:
  * Cost  synergies of  approximately £100  million per  year by 2014, primarily
    through  reduced  central,  regional  and  national  overheads  with one-off
    implementation costs of approximately £100 million
  * Investment  of £20  million per  year by  2014 in service excellence centres
    that will build on existing expertise in service standards and systems
  * Post-tax  returns  on  invested  capital  which  are ahead of G4S's weighted
    average  cost of capital within two years with double digit returns achieved
    within three years
  * Earnings  per  share  (before  goodwill  amortisation  and exceptional items
    (including  one-off costs associated  with the integration  of ISS)) ("EPS")
    accretion  in  the  first  year  following  completion  and double digit EPS
    accretion within three years
  * Post  combination  PBITA  margin  (post  synergies  and before one-off costs
    associated  with the integration  of ISS) which  will be in  line with G4S's
    current  level  with  the  potential  to  enhance margins in the future from
    increasing  developing  markets  revenue,  sharing  of  best practice, cross
    selling and increasing the contribution from solutions contracts
  * Further  value from  significant revenue  opportunities and  enhanced future
    growth prospects
  * The  G4S Board is targeting achieving an effective tax rate of approximately
    24 per  cent. for Enlarged G4S and combined  cash conversion of at least 85
    per  cent. Further details in respect of the targeted effective tax rate are
    set out in paragraph 3 of the additional information below
A compelling service proposition for customers

The Acquisition enables G4S to offer the full range of integrated security and
facilities services and to meet demand from national and multi-national
customers who require:
  * Management of risk and reputation protection
  * Quality  and consistency of  security and facilities  services (across sites
    and countries)
  * Better visibility and management of costs
  * A  single  account  management  structure  and  accountability  for  service
    delivery
  * Access to the latest technology and service innovation
  * A commitment to continuous improvement in terms of cost and service

To  ensure Enlarged G4S  continues to deliver  service excellence and focuses on
customer  needs  G4S  is  intending  to  invest  £20 million per year by 2014 in
creating  service excellence  centres to  share best  practice across the group,
including  common systems and processes and to deliver global consistency for an
increasingly international customer base.

ISS  has been successful in the implementation of large IFS contracts with major
customers  such as Citi in EMEA, United Kingdom Foreign & Commonwealth Office in
Asia Pacific and Telefonica.

G4S has delivered IFS, particularly in the government sector, for some years and
has  recently announced a major contract with the UK Ministry of Justice for IFS
across its courts and related buildings.

A strong management team with extensive integration experience

Enlarged  G4S will have  an experienced combined  management team at a corporate
and   regional  level  with  a  strong  performance  track  record,  substantial
integration experience and a shared vision for IFS and the combined group.

G4S  management has  experience of  acquiring and  integrating over £800 million
(consideration  of  £630  million  plus  net  debt)  of acquisitions since 2008
including  the integration  of GSL,  a large  government outsourcing business in
2008 and  the successful integration of Securicor  plc and the security business
of Group 4 Falck A/S in 2004.  ISS management has strong integration experience,
having acquired and integrated over 600 acquisitions since 2000.

The  two organisations have  similar cultures and  strong operational management
well positioned to deliver service excellence for customers.

Jeff  Gravenhorst, current ISS CEO, will join the G4S Board on completion of the
Acquisition as Chief Operating Officer and Regional CEO Europe bringing a wealth
of experience in facilities services including almost 10 years with ISS.

Creating an environment for employees to develop

G4S  and  ISS  have  a  shared  tradition  of respect for employees - people are
central  to the  success of  both G4S  and ISS.   Enlarged G4S  will continue to
invest  in processes, training,  skills and tools  to provide employees with the
means  to  deliver  excellent  service  and  to  be  proud  of the role that G4S
employees play in society.

The creation of Enlarged G4S will also provide career opportunities for multiple
layers  of the combined workforce given  the geographical and service breadth of
the  combined group and it will feed  additional high quality employees into the
succession pipeline.

ISS is a quality business which adds value to G4S

ISS  is one of the world's largest  facilities services providers with more than
535,000 employees  in  over  60 countries.   In  2010, ISS  had  revenue of £8.5
billion and PBITA of £481 million.

ISS  offers its customers a range of facilities services, which include cleaning
services,  property  services,  catering  services,  support  services, security
services and facility management services.

ISS  has delivered positive  organic growth, including  during the recent global
recessionary  period and  an organic  growth rate  of 6.0% in  the first half of
2011. In  the same period,  ISS's Emerging Markets'  organic growth was a strong
14%.  ISS  has achieved strong operating  margins, averaging 5.8% per year since
2005 and strong cash conversion averaging 98% over the same period.

Retaining a robust capital structure

Enlarged  G4S expects to retain  a BBB (or equivalent)  credit rating which will
allow  for further investment  in growth and  for the group  to continue to make
additional small acquisitions to address specific service line gaps. The blended
cost  of debt of Enlarged G4S  is expected to be just  under 5% per annum on its
gross drawn debt.

G4S  intends to evaluate the sale of  the non-core elements of ISS's business in
France  and certain other developed markets.  However, G4S intends to maintain a
presence  in  all  relevant  markets  to  service International Accounts and IFS
customers.   The 2010 revenue generated  by the businesses  under evaluation was
approximately £1 billion with PBITA of approximately £40 million.

G4S has a strong performance track record

G4S  is the  world's largest  security solutions  group with  more than 635,000
employees  in over 125 countries.  In 2010, G4S  had revenue of £7.4 billion and
PBITA  of £527 million.  G4S's performance  remained resilient during the recent
economic  downturn, and G4S achieved  organic growth of 5% in  the first half of
2011.

G4S  has delivered year on year earnings and dividend growth since the group was
created  in 2004 from the merger of Securicor plc and the security businesses of
Group  4 Falck A/S.  G4S has achieved  mid-teens returns on invested capital and
average  shareholder returns  of 13.5% per  year since  the start of 2005 to the
Latest Practicable Date.

Approval of the transaction

The  Acquisition and Rights Issue  are subject to G4S  shareholder approval at a
General Meeting to be held on 2 November 2011 at 2 p.m.

The  Acquisition  is  also  subject  to  customary  closing conditions including
securing the necessary regulatory and anti-trust approvals.

Deutsche  Bank and Greenhill are acting as  Joint Lead Financial Advisers to G4S
and  Deutsche Bank and RBS Hoare Govett are acting as Joint Global Co-ordinators
and  Joint Corporate  Brokers to  G4S. HSBC  and RBS  Hoare Govett also provided
financial advice.

This  preceding summary should be read in  conjunction with the full text of the
following  announcement and its appendices,  including the announcement released
by G4S incorporating, inter alia, historic ISS financial information.

A meeting for analysts and institutional investors will be held today at the
London Stock Exchange 10 Paternoster Square, London at 9am.

Enquiries:

G4S              +44 (0)1293 554400

Helen Parris

Debbie McGrath



Deutsche Bank    +44 (0)20 7545 8000

Anthony Parsons

Toby Clark

Lorcan O'Shea

James Cass



Greenhill        +44 (0)20 7198 7400

David Wyles

Alex Usher-Smith



RBS Hoare Govett +44 (0)20 7678 8000

Chris Zeal

John Fishley

Steve Taylor



Media Enquiries:



Tulchan Group    +44 (0)20 7353 4200

John Sunnucks

David Allchurch


                ADDITIONAL INFORMATION REGARDING THE TRANSACTION

                               ACQUISITION OF ISS
                AND 7 FOR 6 RIGHTS ISSUE TO RAISE £2,008 MILLION

G4S announces the proposed acquisition of the entire issued share capital of ISS
by G4S.
The  total consideration to  be received by  the Seller at  Completion under the
terms  of the Acquisition  is DKK 13,000 million  (approximately £1,528 million)
with  50 per cent. of the consideration to be satisfied in cash and 50 per cent.
in  new Ordinary Shares to be issued to the Seller at the Consideration Price on
the  basis of the  Average Exchange Rate.  Accordingly, on Completion the Seller
will  receive  DKK  6,500 million  (approximately  £764  million)  in  cash  and
389,942,017 Consideration Shares.
Assuming  that  no  further  Ordinary  Shares  will  be  issued  from the Latest
Practicable  Date  until  Re-Admission,  other  than  Rights  Issue  Shares  and
Consideration  Shares,  the  Consideration  Shares  will represent approximately
11.3 per  cent. of Enlarged G4S's issued share capital immediately following Re-
Admission.
G4S  proposes to undertake a  Rights Issue and has  entered into the Acquisition
Facilities  Agreement  pursuant  to  which  funds  will  be  made available by a
syndicate  of banks in order to raise the funds required for the Acquisition, to
repay  a portion of existing  debt and to pay  fees relating to the Rights Issue
and  the  Acquisition.  The  Rights  Issue  is  expected  to  raise  a  total of
approximately £1,880 million, net of expenses and underwriting commissions.
Because  of the size of ISS when  compared to G4S, the Acquisition is classified
under  the Listing  Rules as  a reverse  takeover and  requires the  approval of
Shareholders.
The  Acquisition is conditional upon the satisfaction of certain Conditions. The
Acquisition  will not proceed  if the Acquisition  Resolutions are not passed by
Shareholders  at  the  General  Meeting,  or  if  the  other  conditions  to the
Acquisition and the conditions to the Rights Issue are not fulfilled.
A  circular will be posted  to Shareholders shortly including  a letter from the
Chairman  of G4S, the purpose of which  is, amongst other things: (i) to explain
the  background to, and  reasons for, the  Acquisition, (ii) to  explain why the
Directors  believe that the Acquisition will  assist in promoting the success of
the  Company and is in the best interests of the Company and the Shareholders as
a  whole,  and  (iii)  to  recommend  that  Shareholders  vote  in favour of the
Resolutions to be proposed at the General Meeting.
A  prospectus is expected to  be published today and  will be available on G4S's
website www.G4S.com.
1.        Transaction summary
The  combination of G4S and ISS will  merge G4S's presence in over 125 countries
with   ISS's  presence  in  over  60 countries,  creating  the  world's  largest
integrated  security  and  facilities  services  group,  with  the capability to
deliver excellence across a broad range of service lines.
The  Acquisition  will  build  on  G4S's  market-leading  position  in  security
solutions and ISS's market-leading position in facilities services.
The  G4S Board believes that the Acquisition will yield significant benefits for
shareholders,  customers and employees of both  G4S and ISS given the compelling
logic  of the Acquisition and the excellent geographic, operational and cultural
fit of the businesses of each group.
If  the Acquisition is completed, immediately following Re-Admission, the Seller
will  own approximately 11.3 per  cent. of Enlarged  G4S's issued share capital.
The  ability  of  the  Seller  to  transfer  its  shares in Enlarged G4S will be
restricted for a period of nine months following Re-Admission subject to certain
exceptions.
It  is proposed that the Ordinary Shares of Enlarged G4S will be admitted to the
premium  segment of the Official  List and to trading  on the Main Market of the
London  Stock  Exchange  and  to  official  listing  and  trading  on NASDAQ OMX
Copenhagen.
The  Acquisition is  conditional upon  the satisfaction  of the  Conditions. The
Acquisition  will not proceed  if the Acquisition  Resolutions are not passed by
Shareholders  at  the  General  Meeting,  or  if  the  other  conditions  to the
Acquisition and the conditions to the Rights Issue are not satisfied.
2.        Rationale for the Acquisition
The G4S Board believes that:
  * the Acquisition will accelerate G4S's strategy;
  * ISS is a quality business which will add value to G4S;
  * the potential combination has compelling financial metrics;
  * the  Acquisition will create  a strategically and  financially stronger G4S;
    and
  * Enlarged  G4S will have  a combined management  team with strong integration
    experience.
Accelerate G4S's strategy and create a platform for further growth
The  G4S  Board  believes  that  the  combination  of  G4S  and  ISS  provides a
significant  opportunity  to  accelerate  G4S's  integrated  facilities services
("IFS"), or "solutions", strategy, in response to customer demand for IFS and by
addressing  what the G4S  Board believes to  be a current  market supply gap for
IFS.
The  G4S Board believes that Enlarged G4S will  have a strong base from which to
develop  its  IFS  proposition.  G4S  delivers  IFS  in a number of markets with
approximately  30 per  cent.  of  its  revenue  for the financial year ended 31
December  2010 represented by solutions contracts.  G4S has a clear, articulated
strategy of expanding the IFS model further, and the G4S Board believes that ISS
represents  a  strong  strategic  fit,  with  approximately  20 per cent. of its
revenue   for  the  financial  year  ended  31 December  2010 derived  from  IFS
contracts.
G4S  and  ISS  operate  in  complementary  geographies with overlaps in over 40
countries,  which is  expected to  provide significant  opportunities for cross-
selling. In addition, there are a number of countries where only one business is
present today yielding opportunities to broaden Enlarged G4S's offering in those
markets.  In particular, Enlarged G4S will be  able to build upon ISS's presence
in European countries such as Spain, Italy and Switzerland, while G4S's presence
throughout  the Middle  East and  Africa will  provide a  platform from which to
launch and develop ISS's service lines in those regions.
The  G4S Board  believes that  the Acquisition  will bring  together two market-
leading  businesses with complementary strategies and  service lines to create a
market leader in integrated security and facilities services with:
  * expertise  in individual service lines, which is a key customer requirement,
    in addition to experience of providing bundled services and IFS;
  * significant exposure to faster growing developing markets;
  * high  quality management  at the  corporate level  with a strong performance
    track record, substantial integration experience and a shared vision for IFS
    and Enlarged G4S; and
  * similar  organisational  cultures  and  strong  operational  management well
    positioned  to deliver  service excellence  and expertise  in single service
    lines, multi-services and in IFS delivery.
ISS is a quality business which will add value to G4S
ISS is a high quality business with a successful track record demonstrated by:
  * positive  organic  growth,  achieved  during  the recent global recessionary
    period,  and an organic growth rate of 6.0 per cent. in the six-month period
    ended 30 June 2011;
  * reported organic growth of 14 per cent. in its Emerging Markets in the first
    six months of 2011; and
  * resilient  operating margin  averaging 5.8 per  cent. from  the beginning of
    2005 until the end of 2010 and strong cash conversion averaging 98 per cent.
    over the same period.
The potential combination has compelling financial metrics
The G4S Board believes that the potential combination is financially compelling,
and the G4S Board expects that:
  * the  post-tax return on  invested capital arising  from the Acquisition will
    cover  G4S's  estimated  weighted  average  cost  of capital ("WACC") in the
    second  year following Completion and G4S will aim to achieve a double digit
    post-tax  return on  invested capital  arising from  the Acquisition  in the
    third year following Completion;
  * it  will deliver  pre-tax cost  synergies of  approximately £100 million per
    year  by  2014, primarily  through  reduced  central,  regional and national
    overheads  resulting from the extensive geographic  overlap of the G4S Group
    and  the ISS Group, with one-off  implementation costs of approximately £100
    million;
  * Enlarged  G4S will invest £20 million per year by 2014 in service excellence
    centres  that  will  build  on  existing  expertise in service standards and
    systems;
  * G4S's  EPS will be enhanced in the  first year following Completion with G4S
    targeting  double digit EPS accretion as  a result of the Acquisition within
    three years following Completion;
  * the Acquisition will reflect a multiple of 8.5x enterprise value/last twelve
    months' EBITDA; and
  * the  Acquisition will be funded  in a manner to  allow G4S to retain its BBB
    (or equivalent) credit rating.
A strategically and financially stronger G4S
The  G4S Board  expects the  Acquisition to  enhance the strategic capability of
Enlarged  G4S, which the G4S Board believes will be well placed to capitalise on
market opportunities to enhance shareholder value through:
  * improved  organic growth through cross selling multi-services and increasing
    the proportion of longer term IFS contracts;
  * increasing developing markets revenue - targeted to increase to 50 per cent.
    of revenue by 2019;
  * a  post combination  PBITA margin  (post synergies  and before one-off costs
    associated  with the integration of  ISS) expected to be  in line with G4S's
    current  level and  potentially enhanced  margins from increasing developing
    markets revenue, sharing of best practice, cross selling and further synergy
    delivery;
  * continued  enhancement of  the G4S  IFS proposition  through acquisitions to
    address specific service line gaps in individual markets; and
  * an  expected blended cost of debt of just under 5 per cent. per annum on its
    gross drawn debt.
A strong management team with extensive integration experience
Enlarged  G4S will have  an experienced combined  management team at a corporate
and   regional  level  with  a  strong  performance  track  record,  substantial
integration experience and a shared vision for IFS and the combined group.
G4S  management has  experience of  acquiring and  integrating over £800 million
(consideration  of  £630  million  plus  net  debt)  of acquisitions since 2008
including  the integration of  GSL, a large  government outsourcing business. In
addition,  G4S management was also responsible for the successful integration of
Securicor and the security business of Group 4 Falck A/S in 2004. ISS management
has  strong  integration  experience,  having  acquired and integrated over 600
businesses  since the beginning  of 2000. It is  envisaged that the Enlarged G4S
management  team will create a central  integration office to manage the overall
integration  programme whilst  appointing dedicated  regional and  large country
integration resources.
3.        Information on Enlarged G4S
Introduction
Enlarged  G4S  will  be  a  global  leader in integrated security and facilities
services  combining G4S's revenue of £7,397  million and ISS's revenue of £8,522
million for the year ended 31 December 2010.
With  operations  in  over  130 countries and approximately 1,170,000 employees,
Enlarged  G4S will have  expertise in individual  service lines, which  is a key
customer  requirement, in addition  to experience of  providing bundled services
and IFS.
Markets
The  G4S Board estimates that the IFS market is worth approximately £500 billion
per  year and expects it to  grow at rates which are  at least 2 per cent. above
the rate of nominal global GDP growth.
In  respect of  the security  services market  in which  G4S operates,  based on
published  market research (Freedonia  Report on World  Security Services, March
2011) and G4S's own analysis, the G4S Board estimates that this market will grow
at  between 8 per  cent. and  12 per cent.  per year  in developing  markets and
between  4 per cent. and  5 per cent. per  year in developed  markets during the
five-year period from 2009 to 2014.
For the same period, the G4S Board estimates that the facilities services market
will  grow at between 10 per cent. and 12 per cent. in developing markets and at
approximately 4 per cent. in developed markets.
Customers
The Acquisition enables Enlarged G4S to offer integrated security and facilities
services,  and to meet  demand from national  and multi-national customers which
the G4S Board believes prefer a single account management structure, quality and
consistency  of  services  (across  sites  and  sometimes  countries) and better
visibility and management of costs.
Enlarged  G4S will also  benefit from additional  skills and expertise, which it
requires  in key growth  sectors such as  justice, police, healthcare, aviation,
ports, financial institutions, business services and information technology.
Services
Enlarged G4S will have a strong heritage and expertise in multiple service lines
with  specialist operational knowledge in  security, cleaning and catering which
will  enable the  sharing of  best practice  to leverage additional benefits for
Enlarged G4S.
The  Acquisition  provides  the  foundation  for  building  an  IFS  offering in
developed  markets and  will enable  Enlarged G4S  to expand  its current multi-
service offering into broader facilities services areas.
In  addition, Enlarged G4S  intends to build  expertise in service standards and
systems  by  creating  service  excellence  centres,  which  will be tasked with
ensuring  that Enlarged G4S  delivers consistently high  quality services across
service  lines and  customer sectors.  When fully  developed, the  investment is
expected to be £20 million per annum from 2014.
Organisation
Enlarged  G4S will be an independent company listed and headquartered in the UK.
Jeff  Gravenhorst, Chief  Executive Officer  of ISS  will join  the Enlarged G4S
Board following Completion as COO and Regional CEO for Europe. See paragraph 10
below for details of the proposed Enlarged G4S Board.
The creation of Enlarged G4S will also provide career opportunities for multiple
layers of the combined workforce and will feed additional high quality employees
into the succession pipeline.
Financials
Whilst  the G4S  Board believes  that G4S's  organic growth and inorganic growth
will enable G4S to continue to deliver strong growth rates in revenue, PBITA and
EPS,  the G4S  Board believes  that the  Acquisition provides  a more compelling
platform from which to deliver future returns.
The  G4S Board is targeting achieving an effective tax rate of approximately 24
per  cent.  for  Enlarged  G4S  (reducing  the  effective  tax  rate  of  ISS to
approximately 26 per cent.). The targeted effective rate assumes the elimination
of  existing non-deductible interest expenses in the  ISS Group which arise as a
result  of Danish  thin capitalisation  legislation. It  is anticipated that the
elimination  of the non-deductible interest expense  will be achieved as part of
the  post  acquisition  restructuring  process.  In  the  event  that  such non-
deductible  interest expense remains within the ISS Group, the ISS effective tax
rate  may remain at levels similar to those set out under paragraph 13 of Part V
(Historical Financial Information Relating to ISS) of the Circular.
Further  information regarding the expected synergy benefits from, and financial
effects of, the Acquisition is set out below.
Non-core businesses
G4S  intends to evaluate the sale of  the non-core elements of ISS's business in
France  and certain other developed markets. G4S intends, however, to maintain a
presence   in  relevant  markets  to  service  International  Accounts  and  IFS
customers.  The 2010 revenue  generated by  the businesses  under evaluation was
approximately £1 billion, with PBITA of approximately £40 million.
4.                Synergy benefits from the Acquisition
In addition to the significant revenue opportunities expected to result from the
combination, G4S will target achieving, within three years following Completion,
approximately £100 million in pre-tax cost synergies per year and a PBITA margin
(post synergies and before one-off costs associated with the integration of ISS)
that is broadly in line with G4S's current level. To this end, the targeted cost
synergies  are expected to  enhance G4S's PBITA  margin by approximately 0.5 per
cent. in 2014.
The  G4S Board expects £50  million of pre-tax cost  synergies to be achieved in
2012 with  £83 million in 2013 before the  full synergies are achieved in 2014.
The  cost synergies will be achieved primarily through reduced central, regional
and  national overheads resulting  from the extensive  geographic overlap of the
two  groups and  will additionally  be augmented  by operational  integration of
overlapping   security  activities,  reduced  procurement  costs  and  insurance
premiums.  Elimination of overlapping regional,  national and branch offices and
the  integration of head office functions is expected to result in the loss of a
number  of management and  office positions. The  reduction in regional, country
and  branch  overheads  is  expected  to  achieve  £76  million  of pre-tax cost
synergies  by  2014 with  the  integration  of  corporate  head office functions
expected to achieve £24 million of pre-tax cost synergies by 2014.
In  order  to  deliver  these  operating  synergies, it is expected that one-off
implementation costs of
approximately £100 million (£75 million in 2012 and £25 million in 2013) will be
incurred by Enlarged G4S.
5.                Financial effects of the Acquisition on Enlarged G4S
The  G4S  Board  believes  that  the  Acquisition will enhance G4S's EPS (before
goodwill  amortisation and exceptional items (including one-off costs associated
with the integration of ISS)) in the first year following Completion with double
digit  EPS accretion expected within  three years following Completion. However,
no  statement in this announcement should be interpreted to mean that the future
EPS  of Enlarged G4S  will necessarily match  or exceed the historical published
EPS of G4S.
In addition, the G4S Board believes that the Acquisition will result in Enlarged
G4S  being well positioned for strong  medium-term organic growth and for strong
cash  generation. The  G4S Board  expects that  the post-tax  return on invested
capital  arising from  the Acquisition  will cover  G4S's estimated  WACC in the
second  year following Completion and Enlarged G4S  will aim to achieve a double
digit  post-tax return on invested capital in  respect of the Acquisition in the
third  year  following  Completion.  G4S  also  expects  to  retain  its BBB (or
equivalent) credit rating following the Acquisition.
6.        Summary of the terms of the Acquisition
The  terms of the Acquisition are set  out in the Share Purchase Agreement dated
17 October 2011. Under the terms of the Share Purchase Agreement, G4S has agreed
to  acquire ISS by purchasing all of  ISS's issued shares from the Seller, ISS's
immediate parent company.
Consideration payable to the Seller
The  total consideration to  be received by  the Seller at  Completion under the
terms  of the Acquisition  is DKK 13,000 million  (approximately £1,528 million)
with  50 per cent. of the consideration to be satisfied in cash and 50 per cent.
in  new Ordinary Shares to be issued at the Consideration Price to the Seller on
the  basis of the  Average Exchange Rate.  Accordingly, on Completion the Seller
will  receive  DKK  6,500 million  (approximately  £764  million)  in  cash  and
389,942,017 Consideration Shares.
Assuming  that  no  further  Ordinary  Shares  will  be  issued  from the Latest
Practicable  Date  until  Re-Admission,  other  than  Rights  Issue  Shares  and
Consideration  Shares,  the  Consideration  Shares  will represent approximately
11.3 per  cent.  of  Enlarged  G4S's  share  capital  immediately  following Re-
Admission.
The  Consideration Shares will be issued at Completion to the Seller credited as
fully  paid and will rank  pari passu in all  respects with the Ordinary Shares,
including  the right to  receive all dividends,  distributions, or any return of
capital declared, made or paid after Completion.
Share Purchase Agreement
In  order to implement the Acquisition, G4S  has entered into the Share Purchase
Agreement with the Seller.
Conditions to Completion
Completion of the Share Purchase Agreement is conditional upon:
  * the passing of the Acquisition Resolutions;
  * the Underwriting Agreement becoming unconditional;
  * Admission becoming effective;
  * certain anti-trust approvals being obtained, prior to Re-Admission; and
  * Re-Admission becoming effective.
Completion  under the  Share Purchase  Agreement will  not take  place until Re-
Admission,  which is  the final  Condition. If  the Acquisition  Resolutions are
approved  at the General Meeting and each  of the other Conditions are satisfied
(or,  where capable of  being waived, waived)  prior to the  Long Stop Date, G4S
will  be contractually obliged to proceed to Completion. Completion is currently
expected to occur towards the end of 2011.
Accordingly,  the Rights Issue may complete even  if the conditions to the Share
Purchase  Agreement relating to  obtaining certain anti-trust  approvals and Re-
Admission  becoming effective are  not satisfied such  that the Acquisition will
not  complete. In the event that the Rights Issue completes, but Completion does
not take place, the G4S Directors' current intention is that the proceeds of the
Rights  Issue will  be invested  on a  short-term basis  while the G4S Directors
evaluate  other acquisition  opportunities. If  no acquisitions  can be found on
acceptable  terms, the  G4S Directors  will consider  how best to return surplus
capital  to Shareholders.  Such a  return could  carry fiscal  costs for certain
Shareholders and will have costs for G4S.
Lock-Up Agreement
G4S, the Seller, the Seller Parent, GS Capital Partners and funds advised by EQT
Partners have entered into
the  Lock-Up Agreement in  respect of the  Consideration Shares which the Seller
will receive at Completion.
The  Lock-Up Agreement imposes certain restrictions on the Seller in relation to
its  ability  to  deal  in  the  Consideration Shares. In particular, subject to
certain  exceptions, for  a period  of nine  months following  Re-Admission, the
Seller  is prevented from  disposing of any  of its Consideration Shares without
the prior written consent of G4S.
7.               Principal terms and conditions of the Rights Issue
G4S  proposes to  raise approximately  £1,880 million,  net of  expenses and the
underwriting  commissions, by way of the Rights Issue. The Rights Issue Price of
122 pence  per Rights Issue Share represents a discount of 56.8 per cent. to the
Closing  Price of 282.3 pence  per Ordinary Share  on 14 October 2011 (being the
last  trading day prior to the announcement  of the Rights Issue) and a 37.8 per
cent.  discount to  the theoretical  ex-rights price  of 196 pence  per Ordinary
Share, based on such Closing Price. If a Qualifying Shareholder does not take up
any  of his entitlement  to Rights Issue  Shares, his proportionate shareholding
will  be diluted by 53.8 per cent. However, if a Qualifying Shareholder takes up
his  Rights in  full, he  will, after  the Rights  Issue has  been completed and
ignoring  any entitlement  to a  fraction of  an Ordinary  Share, have  the same
proportionate  voting  rights  and  entitlements  to  dividends as he had on the
Rights Issue Record Date.
G4S  proposes to offer Rights  Issue Shares, in aggregate,  by way of Rights, to
Qualifying  Shareholders (other than Restricted Shareholders) on the basis of 7
Rights  Issue  Shares  at  122 pence  each  for every 6 Ordinary Shares held and
registered  in their name  on the Rights  Issue Record Date.  For the purpose of
acceptance  in respect  of Rights  credited to  Qualifying VP Shareholders in VP
Securities,  7 Rights Issue Shares will be issued at DKK 10.38 each for every 6
Ordinary  Shares  based  on  holdings  on  2 November 2011 at 5 p.m. (Copenhagen
time).
The Rights Issue Shares will, when issued and fully paid, rank pari passu in all
respects  with the Existing  Ordinary Shares, including  the right to receive in
full  all dividends and other  distributions (if any) declared,  made or paid by
reference to a record date after the date of their issue.
Conditions to the Rights Issue
The Rights Issue is conditional upon (inter alia):
  * the  Share Purchase  Agreement not  having been  terminated and  none of the
    conditions  precedent to Completion set  out therein having become incapable
    of satisfaction prior to Admission;
  * the passing of the Acquisition Resolutions;
  * the  Underwriting  Agreement  not  having  been terminated prior to becoming
    unconditional; and
  * Admission  having become effective by not later than 8.00 a.m. on 3 November
    2011 (or such later time and/or date as the Company and the Underwriters may
    agree).
The Rights Issue has been fully underwritten.
The  results of the Rights Issue, including the aggregate number of Rights Issue
Shares  issued and the aggregate amount raised,  net of expenses, is expected to
be  announced by G4S to a Regulatory  Information Service after 7.00 a.m. on 18
November 2011.
Use of proceeds
Assuming  Completion  takes  place,  the  Rights Issue proceeds of approximately
£2,008  million will be applied to satisfy  the cash consideration to be paid to
the  Seller (approximately  £764 million),  with the  remainder used  to repay a
portion  (approximately £1,116 million)  of ISS's existing  debt and to pay fees
relating  to the  Rights Issue  (approximately £54  million) and the Acquisition
(approximately £74 million).
However,  the Rights  Issue is  not itself  conditional upon  Completion. In the
event  that the Rights Issue completes, but  Completion does not take place, the
G4S  Directors' current intention is that the  proceeds of the Rights Issue will
be  invested  on  a  short-term  basis  while  the  G4S Directors evaluate other
acquisition  opportunities. If no acquisitions can be found on acceptable terms,
the  G4S  Directors  will  consider  how  best  to  return  surplus  capital  to
Shareholders.  Such a return  could carry fiscal  costs for certain Shareholders
and will have costs for G4S.
Structure of the Rights Issue
The  Rights Issue  has been  structured in  a way  that is  expected to have the
effect  of creating a merger reserve in an amount approximately equal to the net
proceeds  of the  Rights Issue  less the  par value  of the  Rights Issue Shares
issued  by G4S. G4S and  the Subscribing Bank have  agreed to acquire, by direct
issue,  ordinary  shares  in  Gem  Diamond  (Jersey)  Limited  ("Newco"). Capita
Registrars  will receive,  into an  account set  up specifically for the purpose
(the  "Capita Proceeds Account") and as Receiving Agent for and on behalf of the
Subscribing  Bank, monies from Qualifying Shareholders, or renouncees, taking up
Rights Issue Shares under the Rights Issue, and from any persons procured by the
Joint  Bookrunners to  acquire Rights  Issue Shares  not taken  up by Qualifying
Shareholders  or  by  the  Joint  Bookrunners  as underwriters. Provided certain
conditions  are met, the Subscribing Bank will use certain amounts in the Capita
Proceeds  Account to  acquire by  direct issue,  redeemable preference shares in
Newco.
G4S  will allot  and issue  the Rights  Issue Shares  to those  persons entitled
thereto  in consideration for the Subscribing  Bank transferring its holdings of
ordinary  shares and redeemable preference shares  in Newco to G4S. Accordingly,
instead  of receiving cash  as consideration for  the issue of  the Rights Issue
Shares,  at the conclusion of  the Rights Issue, G4S  will own the entire issued
share  capital of Newco whose  only asset will be  its cash reserves, which will
represent an amount equivalent to the net proceeds of the Rights Issue.
If  the  Acquisition  does  not  complete,  to  the extent the merger reserve is
considered to be realised, this should
result  in distributable reserves, which would  facilitate the return of surplus
capital to Shareholders if the G4S
Directors   determine   to   do  so.  Should  the  Acquisition  complete,  these
distributable reserves would not exist.
8.        Information on ISS
ISS  is a leading global provider of  facilities services and one of the largest
private  employers in the  world with more  than 535,000 employees as at 30 June
2011.
ISS has operated in the service industry for more than one hundred years and was
established  in 1901 as  a small  Danish security  company, before  beginning to
offer  cleaning  services  in  1934. In  2005, ISS  was  acquired  by  an entity
controlled by funds advised by EQT Partners and GS Capital Partners, and was de-
listed from NASDAQ OMX Copenhagen in that year.
Since  the  beginning  of  2000, ISS  has  acquired  and  integrated  over  600
businesses.  In  recent  years,  ISS  has  followed  a  strategy  of selectively
acquiring smaller companies in order to strengthen its competencies, enhance its
service  offering  and  establish  critical  mass.  Divestments  since 2008 have
primarily  focussed on non-core  activities and smaller  businesses which lacked
critical mass.
With  its headquarters in  Copenhagen, Denmark, ISS  has operations in more than
60 countries  across Europe, Asia  Pacific, Latin America  and North America. In
the  six  months  ended  30 June  2011, 51 per  cent. of ISS's revenue came from
Western  Europe, 23 per  cent. from  the Nordic  region and the remaining 26 per
cent. from other territories.
ISS  has a  large and  diverse customer  base operating  in both the private and
public sectors in areas such as business services and IT, public administration,
and healthcare.
ISS  is  a  wholly  owned  subsidiary  of  the  Seller,  a company registered in
Luxembourg.  The Seller is indirectly owned by funds advised by EQT Partners, GS
Capital  Partners and by the participants in the ISS Incentive Programmes. As at
the  Latest  Practicable  Date,  funds  advised  by  EQT Partners and GS Capital
Partners   indirectly   owned  approximately  54 per  cent.  and  44 per  cent.,
respectively,  and the participants  in the ISS  Incentive Programmes indirectly
owned approximately 2 per cent., of the shares of the Seller.
For  the  financial  year  ended  31 December  2010, ISS  had  revenue of £8,522
million, PBITA of £481 million, and profit before tax of £273 million. As at 31
December  2010, ISS had total equity of £306  million and gross assets of £6,373
million.
9.        Dividend policy of Enlarged G4S
The G4S Board intends to maintain G4S's current dividend policy. Future dividend
payments  per Ordinary Share  will be adjusted  to take account  of the enlarged
number  of Ordinary Shares that will be  in issue following the Rights Issue and
the  Acquisition.  The  G4S  Board  intends  that  Enlarged G4S will continue to
increase dividends broadly in line with normalised adjusted earnings.
10.        G4S Board and Enlarged G4S Board
G4S Board changes / G4S Board committees
G4S  also  announces  that  with  effect  from today Mark Seligman replaces Lord
Condon  as  Deputy  Chairman  with  Lord  Condon  remaining  Senior  Independent
Director.  Also, and in recognition  of the importance which  G4S places on CSR,
with  effect from today  the CSR Committee  becomes a full  committee of the G4S
Board. The CSR Committee will continue to be chaired by Mark Elliott who will be
joined  by  three  other  directors,  Bo  Lerenius  (who  steps  down  from  the
Remuneration Committee), Clare Spottiswoode and Winnie Kin Wah Fok.
Enlarged G4S Board
Enlarged  G4S will be an independent company  listed and headquartered in the UK
with  a strong board of directors.  Jeff Gravenhorst, Chief Executive Officer of
ISS will join the Enlarged G4S Board following Completion.
Accordingly,  following  Re-Admission,  the  Enlarged  G4S  Board is expected to
comprise the following members:

+------------------+-----------------------------+-----------------------------+
|Name              |   Role on Enlarged G4S Board|     Existing Position at G4S|
+------------------+-----------------------------+-----------------------------+
|Alf Duch-Pedersen |                     Chairman|                     Chairman|
+------------------+-----------------------------+-----------------------------+
|Mark Seligman     |    Deputy Chairman and  Non-|     Deputy Chairman and Non-|
|                  |           executive Director|           executive Director|
+------------------+-----------------------------+-----------------------------+
|Lord Condon       |  Senior Independent Director|  Senior Independent Director|
+------------------+-----------------------------+-----------------------------+
|Nick Buckles      |              Chief Executive|              Chief Executive|
+------------------+-----------------------------+-----------------------------+
|Trevor Dighton    |      Chief Financial Officer|      Chief Financial Officer|
+------------------+-----------------------------+-----------------------------+
|Grahame Gibson    |    Chief Operating Officer &|    Chief Operating Officer &|
|                  |        Regional CEO Americas|        Regional CEO Americas|
+------------------+-----------------------------+-----------------------------+
|Jeff Gravenhorst  |    Chief Operating Officer &|                          N/A|
|                  |          Regional CEO Europe|                             |
+------------------+-----------------------------+-----------------------------+
|Mark Elliott      |       Non-executive Director|       Non-executive Director|
+------------------+-----------------------------+-----------------------------+
|Bo Lerenius       |       Non-executive Director|       Non-executive Director|
+------------------+-----------------------------+-----------------------------+
|Clare Spottiswoode|       Non-executive Director|       Non-executive Director|
+------------------+-----------------------------+-----------------------------+
|Winnie Kin Wah Fok|       Non-executive Director|       Non-executive Director|
+------------------+-----------------------------+-----------------------------+
Following  Re-Admission, the Enlarged G4S Board will adhere to the provisions of
the UK Corporate Governance Code.
Proposed G4S Director's service contract
Jeff  Gravenhorst has  entered into  a new  service agreement  with G4S which is
conditional on, and will take effect from, Completion.
The new service agreement does not have a fixed term, but provides for
termination on the following terms:
  * six  months'  notice  from  either  party  during  the  period  between  the
    commencement  of Mr.  Gravenhorst's employment  under the  terms of  the new
    service agreement and 31 March 2013; and
  * 12 months' notice from either party from 1 April 2013.
Where  notice is  served by  Mr. Gravenhorst  on or before 31 December 2012, G4S
reserves  the  right  to  terminate  Mr.  Gravenhorst's  employment  immediately
together  with a payment in lieu of notice  equal to such sum as would have been
payable  as gross  salary, together  with a  sum equivalent  to the  cost to G4S
(calculated   at   the   discretion   of  the  Remuneration  Committee)  of  Mr.
Gravenhorst's  contractual benefits, (less any  deductions which G4S is required
to  make including  in respect  of income  tax and employee's National Insurance
contributions).
Where  notice  is  served  by  Mr.  Gravenhorst after 31 December 2012 but on or
before  31 March 2013 or  by G4S  on or  before 31 March  2013, G4S reserves the
right  to  terminate  Mr.  Gravenhorst's  employment  immediately or at any time
during  the notice period  and in any  event shall pay  to Mr. Gravenhorst a sum
equal  to  DKK  15,300,000 (which  represents  24 months'  basic  salary and car
benefit  at  the  rate  paid  to  Mr.  Gravenhorst  by  ISS immediately prior to
Completion) together with a pro-rated bonus payment relating to the then current
financial  year of G4S calculated on the basis that a full year's bonus for that
year  shall be equal to the average  bonus amount paid to Mr. Gravenhorst during
the  past three full years of his employment by ISS and subject to a maximum cap
of  DKK 3,120,000 (the  "Termination Payment").  The Termination  Payment is not
payable  if  G4S  terminates  Mr.  Gravenhorst's  employment on grounds of gross
misconduct.
Where  notice is  served by  either party  after 31 March 2013, G4S reserves the
right to terminate Mr.
Gravenhorst's  employment immediately together with a  payment in lieu of notice
equal to such sum
as  would have been payable  as basic salary, together  with a sum equivalent to
the  cost to G4S (calculated at the discretion of the Remuneration Committee) of
Mr.  Gravenhorst's  contractual  benefits  (less  any  deductions  which  G4S is
required  to make  including in  respect of  income tax  and employee's National
Insurance  contributions). Any such payment  in lieu of notice  may be phased in
monthly  or  quarterly  instalments  over  12 months  from the date on which Mr.
Gravenhorst's   employment   terminates  and  reduced  in  accordance  with  any
mitigation  by Mr. Gravenhorst by off­setting any income obtained during the 12
month  period (excluding income arising from Mr. Gravenhorst's appointments with
Danish  Crown Holding  A/S, Danish  Crown AMBA  and Statsautoriseret revisor Ove
Haugsted  og Hustru Lissi Haugsteds Familiefond). The off-setting arrangement is
not  intended  to  apply  in  respect  of  any  other payments under the service
agreement (including the Termination Payment).
Pursuant  to the new  service agreement, Mr.  Gravenhorst will be  entitled to a
basic  salary at the rate of DKK 5,464,300 per annum (or such higher rate as the
Remuneration Committee may from time to time determine).
Pursuant  to the new service agreement, Mr. Gravenhorst will also be eligible to
receive the following benefits in kind:
  * Participation in the Executive Directors' discretionary bonus scheme on such
    terms  and at such level as the  G4S remuneration committee may from time to
    time determine
  * A sum equal to 40 per cent. of his basic salary in lieu of pension.
  * Participation in the long-term performance share plan applicable to G4S from
    time to time.
  * Life assurance cover at the rate of four times his basic salary.
  * Private medical insurance and personal accidence insurance.
  * A  company car at  a maximum purchase  price of DKK  1,500,000 (and G4S will
    bear  all  costs  related  to  the  running  of  the  car) or a monthly cash
    allowance  in lieu  corresponding to  G4S's estimated  cost for  leasing and
    running a car of that value.
11.        Employees
At  Completion,  Enlarged  G4S  is  expected  to  have  over 1,170,000 employees
worldwide.  G4S attaches great importance to  retaining the skills and expertise
of  the management teams and  employees of both G4S  and ISS. The increased size
and  strength  of  Enlarged  G4S  has  the  potential to offer attractive career
prospects  for employees. The  existing legal employment  rights of employees of
both G4S and ISS will be safeguarded on Completion.
12.   General Meeting
A circular containing a notice convening the General Meeting of the Company will
be  sent to Shareholders shortly. The purpose  of the General Meeting will be to
seek   Shareholders'   approval  of  the  Resolutions  in  connection  with  the
Acquisition  and the Rights Issue. The full  text of the Resolutions will be set
out in the notice convening the General Meeting.
13.   Further information and risk factors
Further  details in relation to the Acquisition and Rights Issue will be set out
in  the  Circular  and  the  Prospectus.  Shareholders'  attention  is drawn, in
particular, to the risk factors to be included in the Prospectus.
Enquiries:


G4S               +44 (0)1293 554400

Helen Parris

Debbie McGrath



Deutsche Bank     +44 (0)20 7545 8000

Anthony Parsons

Toby Clark
Lorcan O'Shea

James Cass



Greenhill         +44 (0)20 7198 7400

David Wyles

Alex Usher-Smith



RBS Hoare Govett  +44 (0)20 7678 8000

Chris Zeal

John Fishley

Steve Taylor


Media Enquiries:

Tulchan Group     +44 (0)20 7353 4200

John Sunnucks

David Allchurch




Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Services Authority. Details about the extent
of Deutsche Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG, London Branch is acting
exclusively for G4S in connection with the transaction referred to in this
announcement and no one else in connection with the transaction and will not be
responsible to anyone other than G4S for providing the protections afforded to
clients of Deutsche Bank AG, London Branch, nor for providing advice in relation
to the transaction or any matter or arrangement referred to in this
announcement.

Greenhill  & Co.  International LLP,  which is  authorised and  regulated in the
United  Kingdom by the  Financial Services Authority,  is acting exclusively for
G4S  in connection with the transaction referred to in this announcement and for
no  one else in connection  with the transaction and  will not be responsible to
anyone  other  than  G4S  for  providing  the protections afforded to clients of
Greenhill  & Co.  International LLP  nor for  giving advice  in relation  to the
transaction or any matter or arrangement referred to in this announcement.

The  Royal  Bank  of  Scotland  plc  (trading  as  RBS  Hoare  Govett), which is
authorised  and  regulated  in  the  United  Kingdom  by  the Financial Services
Authority,  is acting  exclusively for  G4S in  connection with  the transaction
referred  to in  this announcement  and for  no one  else in connection with the
transaction  and will not be responsible to  anyone other than G4S for providing
the  protections afforded to clients of The  Royal Bank of Scotland plc (trading
as RBS Hoare Govett) nor for giving advice in relation to the transaction or any
matter or arrangement referred to in this announcement.

HSBC  Bank plc, which is  authorised and regulated in  the United Kingdom by the
Financial  Services Authority, is acting exclusively  for G4S in connection with
the  transaction referred to in  this announcement and for  no one else and will
not  be  responsible  to  anyone  other  than  G4S for providing the protections
afforded  to clients of HSBC  Bank plc nor for  giving advice in relation to the
transaction or any matter or arrangement referred to in this announcement

Disclaimers

This  announcement is not for release,  publication or distribution, directly or
indirectly,  in  whole  or  in  part,  in  or into the United States, Hong Kong,
India, Japan,   People's   Republic   of  China,  Saudi  Arabia,  South  Africa,
Switzerland or any jurisdiction into which the same would be unlawful.

This  announcement is not intended to, and  does not, constitute or form part of
any  offer, invitation  or the  solicitation of  an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to
this announcement or otherwise.

This  announcement has been prepared in accordance with English law, the Listing
Rules  and the Disclosure Rules and Transparency Rules and information disclosed
may  not be the same  as that which would  have been prepared in accordance with
the laws of jurisdictions outside England.

The  distribution of  this announcement  in jurisdictions  other than the United
Kingdom  may be  affected by  the laws  of relevant jurisdictions. Therefore any
persons  who are subject to  the laws of any  jurisdiction other than the United
Kingdom  will  need  to  inform  themselves  about,  and observe, any applicable
requirements.

This  announcement is not an offer to sell or a solicitation of any offer to buy
the  securities of G4S  plc (the "Securities")  in the United States, Australia,
Canada,  Japan or in  any other jurisdiction  where such offer  or sale would be
unlawful.

The  Securities have not been and will not be registered under the US Securities
Act  of 1933 (the "Securities Act"), or with any securities regulatory authority
of  any State  or other  jurisdiction of  the United  States.  Consequently, the
Securities   may  not  be  offered,  sold,  resold,  transferred,  delivered  or
distributed,  directly or  indirectly, into  or within  the United States except
pursuant  to  an  exemption  from,  or  in  a  transaction  not  subject to, the
registration  requirements  of  the  Securities  Act  and in compliance with any
applicable  securities laws  of any  State or  other jurisdiction  of the United
States.   No  public  offering  of  the  Securities  is being made in the United
States.

The  Nil Paid  Rights, the  Fully Paid  Rights, the  New Ordinary Shares and the
Provisional Allotment Letters have not been and will not be registered under the
Securities  Act or under the securities laws  of any state or other jurisdiction
of  the United  States or  qualify for  distribution under  any of  the relevant
securities  laws of  the Excluded  Territories.  Subject  to certain exceptions,
none  of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares nor
the  Provisional Allotment  Letters may  be offered,  sold, resold, delivered or
transferred  or delivered, directly or indirectly,  within the United States, or
the  Excluded Territories. There will be no public offer of the Nil Paid Rights,
the  Fully Paid  Rights, the  New Ordinary  Shares or  the Provisional Allotment
Letters in the United States.

The   distribution   of  this  announcement  and/or  the  Prospectus  and/or the
Provisional  Allotment Letter  and/or the  offering of  the Nil Paid Rights, the
Fully  Paid Rights or  the New Ordinary  Shares in jurisdictions  other than the
United Kingdom may be restricted by law. No action has been taken by the Company
or  any of  Deutsche Bank  A.G., London  Branch, The  Royal Bank of Scotland plc
(trading  as RBS Hoare Govett) and Greenhill  & Co. International LLP that would
permit  an offering of  such rights or  shares or possession  or distribution of
this  announcement or any other offering  or publicity material relating to such
shares  in any jurisdiction  where action for  that purpose is required. Persons
into  whose possession this  announcement comes are  required by the Company and
each  of  Deutsche  Bank  A.G.,  London  Branch,  The Royal Bank of Scotland plc
(trading  as RBS Hoare Govett)  and Greenhill & Co.  International LLP to inform
themselves  about, and to observe, any  such restrictions. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

Certain  information in this  announcement is based  on management estimates. By
their  nature,  estimates  may  not  be  correct  or  complete.  Accordingly, no
representation or warranty (express or implied) is given that such estimates are
correct or complete or founded on reasonable grounds. None of G4S, ISS, Deutsche
Bank  A.G., London Branch, The Royal Bank  of Scotland plc (trading as RBS Hoare
Govett)  and  Greenhill  &  Co.  International  LLP  undertake any obligation to
correct  or  complete  any  estimate  whether  as  a  result  of  being aware of
information (new or otherwise), future events or otherwise.

In  this announcement certain  financial measures relating  to G4S are presented
that  are not measures of financial  performance under IFRS, including PBITA and
PBITA  margin, organic  growth, operating  cash flow  and cash conversion. These
figures  have not been audited. These  non-IFRS financial measures should not be
considered  in  isolation,  as  an  alternative  to  other measures of financial
performance under IFRS or as a measure of G4S's profitability or liquidity. Non-
IFRS  financial measures presented  in this announcement  in relation to G4S may
not  be  comparable  to  other  similarly  titled  measures  of  other companies
including ISS.

In  this announcement certain  financial measures relating  to ISS are presented
that  are not measures of financial  performance under IFRS, including operating
profit  before other items, operating profit  and operating margin, PBITA, PBITA
margin, organic growth and cash conversion. These figures have not been audited.
These  non-IFRS financial measures should not  be considered in isolation, as an
alternative  to  other  measures  of  financial  performance  under IFRS or as a
measure  of  ISS's  profitability  or  liquidity.  Non-IFRS  financial  measures
presented in this announcement in relation to ISS may not be comparable to other
similarly  titled  measures  of  other  companies  including  G4S. The financial
information relating to ISS set out in this announcement has been restated to be
consistent  with  the  accounting  policies  adopted  by  G4S  and has also been
translated into sterling.

THIS  ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT  SUBSCRIBE FOR OR  PURCHASE ANY SECURITIES  REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS EXPECTED TO
BE  PUBLISHED TODAY BY  THE COMPANY IN  CONNECTION WITH THE PROPOSED ACQUISITION
AND  RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE COMPANY'S
REGISTERED OFFICE.

Nothing  in this announcement  is intended, or  is to be  construed, as a profit
forecast  or to be interpreted to mean that  G4S's EPS for the current or future
financial  years, or those of the  proposed enlarged G4S, will necessarily match
or  exceed the historical published EPS of G4S.  Past performance is no guide to
future  performance  and  persons  needing  advice should consult an independent
financial adviser.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This  announcement, including information included  or incorporated by reference
in  this announcement,  may contain  "forward-looking statements" concerning G4S
and  ISS. Generally, the words  "will", "may", "should", "continue", "believes",
"expects",  "intends",  "anticipates"  or  similar expressions identify forward-
looking   statements.   The   forward-looking   statements   involve  risks  and
uncertainties  that could cause  actual results to  differ materially from those
suggested  by them. Many of these risks and uncertainties relate to factors that
are  beyond the companies'  abilities to control  or estimate precisely, such as
future  market conditions and  the behaviours of  other market participants, and
therefore  undue reliance  should not  be placed  on such statements which speak
only  as at the date of this announcement.  G4S and ISS assume no obligation and
do  not intend  to update  these forward-looking  statements, except as required
pursuant to applicable law.

Forward-looking  statements contained in this announcement  apply only as at the
date  of this announcement. Subject to  any obligations under the Listing Rules,
the  Disclosure and Transparency Rules and  the Prospectus Rules, G4S undertakes
no  obligation  publicly  to  update  or  review  any forward-looking statement,
whether as a result of new information, future developments or otherwise.

Prospective investors should specifically consider the factors identified in the
Prospectus  which  could  cause  actual  results  to  differ  before  making  an
investment decision.


                                   APPENDIX 1
                     EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Each of the times and dates in the table below is indicative only and may be
subject to change.(1)
The  timetable set out below does not apply to VP Beneficiaries who should refer
to the timetable included in Appendix 1 (Information and terms and conditions of
the Rights Issue for VP Beneficiaries) of the Prospectus.

+-----------------------------------------+------------------------------------+
|Publication of the Prospectus and posting|                     17 October 2011|
|of the Circular and Notice of General    |                                    |
|Meeting                                  |                                    |
|                                         |                                    |
+-----------------------------------------+------------------------------------+
|Rights Issue Record Date                 |Close of business on 31 October 2011|
+-----------------------------------------+------------------------------------+
|Latest time and date for receipt of Forms|        2.00 p.m. on 31 October 2011|
|of Proxy                                 |                                    |
+-----------------------------------------+------------------------------------+
|General Meeting                          |        2.00 p.m. on 2 November 2011|
+-----------------------------------------+------------------------------------+
|Despatch of Provisional Allotment Letters|                     2 November 2011|
|(to Qualifying non-CREST Shareholders    |                                    |
|only)(2)                                 |                                    |
|                                         |                                    |
+-----------------------------------------+------------------------------------+
|Existing Ordinary Shares marked "ex" by  |        8.00 a.m. on 3 November 2011|
|London Stock Exchange                    |                                    |
+-----------------------------------------+------------------------------------+
|Admission and dealings in Nil Paid Rights|        8.00 a.m. on 3 November 2011|
|and Fully Paid Rights commence on the    |                                    |
|London Stock Exchange[2]                 |                                    |
+-----------------------------------------+------------------------------------+
|Nil Paid Rights credited to stock        |  As soon as practicable after 8.00 |
|accounts in CREST (Qualifying CREST      |             a.m. on 3 November 2011|
|Shareholders only)                       |                                    |
+-----------------------------------------+------------------------------------+
|Nil Paid Rights and Fully Paid rights    |  As soon as practicable after 8.00 |
|enabled in CREST                         |             a.m. on 3 November 2011|
+-----------------------------------------+------------------------------------+
|Recommended latest time for requesting   |       4.30 p.m. on 11 November 2011|
|withdrawal of Nil Paid Rights and Fully  |                                    |
|Paid Rights from CREST (i.e. if your Nil |                                    |
|Paid Rights and Fully Paid Rights are in |                                    |
|CREST and you wish to convert them to    |                                    |
|certificated form)                       |                                    |
+-----------------------------------------+------------------------------------+
|Recommended latest time for depositing   |       3.00 p.m. on 14 November 2011|
|renounced Provisional Allotment Letters, |                                    |
|nil or fully paid, into CREST or for     |                                    |
|dematerializing Nil Paid Rights or Fully |                                    |
|Paid Rights into a CREST stock account   |                                    |
|(i.e. if your Nil Paid Rights and Fully  |                                    |
|Paid Rights are represented by a         |                                    |
|Provisional Allotment Letter and you wish|                                    |
|to convert them to uncertificated form)  |                                    |
+-----------------------------------------+------------------------------------+
|Latest time and date for splitting       |       3.00 p.m. on 15 November 2011|
|Provisional Allotment Letters, nil or    |                                    |
|fully paid                               |                                    |
+-----------------------------------------+------------------------------------+
|Latest time and date for acceptance,     |      11.00 a.m. on 17 November 2011|
|payment in full and registration of      |                                    |
|renunciation of Provisional Allotment    |                                    |
|Letters                                  |                                    |
+-----------------------------------------+------------------------------------+
|Results of Rights Issue to be announced  |  As soon as practicable after 7.00 |
|through a Regulatory Information Service |            a.m. on 18 November 2011|
+-----------------------------------------+------------------------------------+
|Dealings in Rights Issue Shares, fully   |       8.00 a.m. on 18 November 2011|
|paid, commence on the London Stock       |                                    |
|Exchange                                 |                                    |
+-----------------------------------------+------------------------------------+
|Rights Issue Shares credited to CREST    |  As soon as practicable after 8.00 |
|accounts                                 |            a.m. on 18 November 2011|
+-----------------------------------------+------------------------------------+
|Despatch of definitive share certificates|                    25 November 2011|
|for the Rights Issue Shares in           |                                    |
|certificated form                        |                                    |
+-----------------------------------------+------------------------------------+
|Latest date for despatch of Sale of      |                    25 November 2011|
|Rights payment, if any                   |                                    |
+-----------------------------------------+------------------------------------+
|Completion of the Acquisition and Re-    | by no later than the fifth Business|
|Admission                                |         Day following 31 March 2012|
|                                         |                                    |
+-----------------------------------------+------------------------------------+


1 All references to time are to London time.
2  Subject to certain restrictions relating to Qualifying Shareholders with
registered addresses outside the UK.












                                   APPENDIX 2

                                  DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:

+-------------------------------------+----------------------------------------+
|"Acquisition"                        |means the proposed acquisition by G4S of|
|                                     |ISS, to be effected through the purchase|
|                                     |by G4S of the entire issued share       |
|                                     |capital of ISS                          |
+-------------------------------------+----------------------------------------+
|"Acquisition Facilities Agreement"   |means  the  £1,330  million  and  €4,100|
|                                     |million    multi-currency    term    and|
|                                     |revolving  credit  facilities  agreement|
|                                     |dated   17 October   2011 entered   into|
|                                     |between   G4S   plc,  G4S  International|
|                                     |Finance  plc,  Deutsche  Bank AG, London|
|                                     |Branch, HSBC Bank plc and The Royal Bank|
|                                     |of   Scotland   plc   as  mandated  lead|
|                                     |arrangers and lenders                   |
+-------------------------------------+----------------------------------------+
|"Acquisition Resolutions"            |means the resolutions numbered 1, 2 and |
|                                     |3 and set out in the Notice of General  |
|                                     |Meeting                                 |
+-------------------------------------+----------------------------------------+
|"Admission"                          |means the proposed admission of the     |
|                                     |Rights Issue Shares by the UK Listing   |
|                                     |Authority to listing on the Official    |
|                                     |List and by the London Stock Exchange to|
|                                     |trading nil paid on the main market of  |
|                                     |the London Stock Exchange               |
+-------------------------------------+----------------------------------------+
|"Average Exchange Rate"              |means the arithmetic average DKK to GBP |
|                                     |rate for 12, 13 and 14 October 2011 of  |
|                                     |8.5053 taken from Reuters' ECB37 screen |
+-------------------------------------+----------------------------------------+
|"Business Day"                       |means any day on which banks are        |
|                                     |generally open in London for the        |
|                                     |transaction of business other than a    |
|                                     |Saturday or Sunday or public holiday    |
+-------------------------------------+----------------------------------------+
|"Capita Registrars"                  |means Capita Registrars Limited, being  |
|                                     |G4S's registrars                        |
+-------------------------------------+----------------------------------------+
|"certificated form"                  |means in relation to a share or other   |
|                                     |security, a share or other security,    |
|                                     |title to which is recorded in the       |
|                                     |relevant register of the share or other |
|                                     |security concerned as being held in     |
|                                     |certificated form (that is, not in      |
|                                     |CREST)                                  |
+-------------------------------------+----------------------------------------+
|"Circular"                           |means the circular to be despatched to  |
|                                     |shareholders in connection with the     |
|                                     |Acquisition and the Rights Issue        |
+-------------------------------------+----------------------------------------+
|"Closing Price"                      |means the closing middle market price of|
|                                     |a relevant share as derived from Stock  |
|                                     |Exchange Daily Official List on any     |
|                                     |particular day                          |
+-------------------------------------+----------------------------------------+
|"Completion"                         |means completion of the Acquisition     |
|                                     |pursuant to the Share Purchase Agreement|
+-------------------------------------+----------------------------------------+
|"Conditions"                         |means the conditions to Completion of   |
|                                     |the Acquisition as set out in the Share |
|                                     |Purchase Agreement                      |
+-------------------------------------+----------------------------------------+
|"Consideration Price"                |means 195.985 pence being the agreed    |
|                                     |price of a Consideration Share          |
+-------------------------------------+----------------------------------------+
|"Consideration Shares"               |means the Ordinary Shares to be issued  |
|                                     |by G4S to the Seller pursuant to the    |
|                                     |Share Purchase Agreement                |
+-------------------------------------+----------------------------------------+
|"CREST"                              |means the relevant system (as defined in|
|                                     |the Regulations) in respect of which    |
|                                     |Euroclear is the operator (as defined in|
|                                     |the Regulations)                        |
+-------------------------------------+----------------------------------------+
|"CSR"                                |means corporate social responsibility   |
+-------------------------------------+----------------------------------------+
|"CSR Committee"                      |means the corporate social              |
|                                     |responsibility committee of the G4S     |
|                                     |Board                                   |
+-------------------------------------+----------------------------------------+
|"Deutsche Bank"                      |means Deutsche Bank AG, London Branch   |
+-------------------------------------+----------------------------------------+
|"developing markets"                 |means those markets that will, upon     |
|                                     |Completion, replace the current         |
|                                     |reporting segments of G4S and ISS called|
|                                     |"New Markets" and "Emerging Markets",   |
|                                     |respectively. The countries which will  |
|                                     |comprise this segment have not yet been |
|                                     |determined                              |
+-------------------------------------+----------------------------------------+
|"Disclosure and Transparency         |means the disclosure and transparency   |
|Rules"                               |rules made by the UK Listing Authority  |
|                                     |under Section 73A of FSMA as amended    |
|                                     |from time to time                       |
+-------------------------------------+----------------------------------------+
|"DKK"                                |means Danish Krone the lawful currency  |
|                                     |of the Kingdom of Denmark               |
+-------------------------------------+----------------------------------------+
|"EEA State"                          |means a member state of the European    |
|                                     |Economic Area                           |
+-------------------------------------+----------------------------------------+
|"Eastern Europe"                     |means Bosnia and Herzegovina, Bulgaria, |
|                                     |Croatia, the Czech Republic, Estonia,   |
|                                     |Hungary, Latvia, Lithuania, Poland,     |
|                                     |Romania, Russia, Slovakia, Slovenia and |
|                                     |the Ukraine                             |
+-------------------------------------+----------------------------------------+
|"Emerging Markets"                   |comprises the markets in which ISS      |
|                                     |currently operates in countries in Asia,|
|                                     |Eastern Europe and Latin America as well|
|                                     |as Turkey, Israel and South Africa      |
+-------------------------------------+----------------------------------------+
|"Enlarged G4S"                       |means G4S as enlarged by ISS following  |
|                                     |Completion and Re - Admission           |
+-------------------------------------+----------------------------------------+
|"Enlarged G4S Board"                 |means the board of directors of Enlarged|
|                                     |G4S                                     |
+-------------------------------------+----------------------------------------+
|"EQT Partners"                       |means EQT Partners AB and its           |
|                                     |subsidiaries, including EQT Partners A/S|
+-------------------------------------+----------------------------------------+
|"Excluded Territories"               |means Hong Kong, India, Japan, People's |
|                                     |Republic of China, Saudi Arabia, South  |
|                                     |Africa, Switzerland and any other       |
|                                     |jurisdiction where the extension or     |
|                                     |availability of the Rights Issue (and   |
|                                     |any other transaction contemplated      |
|                                     |thereby) would breach any applicable law|
+-------------------------------------+----------------------------------------+
|"Existing Ordinary Shares"           |means Ordinary Shares in issue as at the|
|                                     |Rights Issue Record Date                |
+-------------------------------------+----------------------------------------+
|"Form of Proxy"                      |means the form of proxy for the General |
|                                     |Meeting                                 |
+-------------------------------------+----------------------------------------+
|"FS Invest II" or "Seller"           |means FS Invest II S.àr.l               |
+-------------------------------------+----------------------------------------+
|"Fully Paid Rights"                  |means rights to acquire Rights Issue    |
|                                     |Shares, fully paid                      |
+-------------------------------------+----------------------------------------+
|"GDP"                                |means Gross Domestic Product            |
+-------------------------------------+----------------------------------------+
|"G4S"                                |means G4S plc                           |
+-------------------------------------+----------------------------------------+
|"G4S Articles"                       |means the articles of association of G4S|
|                                     |in force from time to time              |
+-------------------------------------+----------------------------------------+
|"G4S Board"                          |means the board of directors of G4S     |
+-------------------------------------+----------------------------------------+
|"G4S Directors"                      |means the current directors of G4S      |
+-------------------------------------+----------------------------------------+
|"G4S Group"                          |means G4S and its subsidiaries and      |
|                                     |subsidiary undertakings from time to    |
|                                     |time                                    |
+-------------------------------------+----------------------------------------+
|"General Meeting"                    |means the general meeting of G4S to be  |
|                                     |held on 2 November 2011 to consider, and|
|                                     |if thought fit, approve the Resolutions |
+-------------------------------------+----------------------------------------+
|"Greenhill"                          |means Greenhill & Co. International LLP |
+-------------------------------------+----------------------------------------+
|"GS Capital Partners"                |means funds affiliated with Goldman     |
|                                     |Sachs International                     |
+-------------------------------------+----------------------------------------+
|"HSBC"                               |means HSBC Bank plc                     |
+-------------------------------------+----------------------------------------+
|"IFRS"                               |means International Financial Reporting |
|                                     |Standards as adopted by the European    |
|                                     |Union                                   |
+-------------------------------------+----------------------------------------+
|"IFS"                                |means integrated facilities services    |
+-------------------------------------+----------------------------------------+
|"ISS"                                |means ISS A/S                           |
+-------------------------------------+----------------------------------------+
|"ISS Group"                          |means ISS and its subsidiaries and      |
|                                     |subsidiary undertakings from time to    |
|                                     |time                                    |
+-------------------------------------+----------------------------------------+
|"ISS Incentive Programmes"           |means the ISS directors participation   |
|                                     |programme, the ISS co - investment      |
|                                     |scheme and the ISS management           |
|                                     |participation programme                 |
+-------------------------------------+----------------------------------------+
|"Joint Bookrunners"                  |means each of Deutsche Bank and RBS     |
+-------------------------------------+----------------------------------------+
|"Latest Practicable Date"            |means 14 October 2011 being the latest  |
|                                     |practicable date prior to the           |
|                                     |publication of the Prospectus           |
+-------------------------------------+----------------------------------------+
|"Listing Rules"                      |means the listing rules made by the UK  |
|                                     |Listing Authority under section 73A of  |
|                                     |the FSMA as amended from time to time   |
+-------------------------------------+----------------------------------------+
|"Lock-Up Agreement"                  |means the agreement dated 17 October    |
|                                     |2011 between G4S, the Seller, the Seller|
|                                     |Parent, funds advised by EQT Partners   |
|                                     |and GS Capital Partners in relation to  |
|                                     |the Acquisition                         |
+-------------------------------------+----------------------------------------+
|"London Stock Exchange"              |means London Stock Exchange plc         |
+-------------------------------------+----------------------------------------+
|"Long Stop Date"                     |means 31 March 2012                     |
+-------------------------------------+----------------------------------------+
|"Main Market"                        |means the London Stock Exchange's main  |
|                                     |market for listed securities            |
+-------------------------------------+----------------------------------------+
|"NASDAQ OMX Copenhagen"              |means NASDAQ OMX Copenhagen A/S or its  |
|                                     |predecessor the Copenhagen Stock        |
|                                     |Exchange                                |
+-------------------------------------+----------------------------------------+
|"Newco"                              |means Gem Diamond (Jersey) Limited, a   |
|                                     |company incorporated under the law of   |
|                                     |Jersey (registered number 109200) with  |
|                                     |its registered office at Ogier House,   |
|                                     |The Esplanade, St. Helier, JE4 9WG      |
+-------------------------------------+----------------------------------------+
|"New Markets"                        |in relation to G4S's operations, means  |
|                                     |the Middle East and the Gulf States,    |
|                                     |Latin America, the Caribbean, Africa,   |
|                                     |South Asia and Asia Pacific             |
+-------------------------------------+----------------------------------------+
|"New Ordinary Shares"                |means, as the context permits, the      |
|                                     |Rights Issue Shares and/or the          |
|                                     |Consideration Shares                    |
+-------------------------------------+----------------------------------------+
|"Nil Paid Rights"                    |means rights to acquire Rights Issue    |
|                                     |Shares                                  |
+-------------------------------------+----------------------------------------+
|"Notice of General Meeting"          |means the notice of the general meeting |
|                                     |of G4S to be held on 2 November 2011    |
|                                     |included in Part X (Notice of General   |
|                                     |Meeting) of the Circular                |
+-------------------------------------+----------------------------------------+
|"Official List"                      |means the official list of the UK       |
|                                     |Listing Authority                       |
+-------------------------------------+----------------------------------------+
|"operating profit before other items"|means ISS's operating profit excluding  |
|                                     |other income and expenses, net,         |
|                                     |acquisition and integration costs,      |
|                                     |goodwill impairment and amortisation and|
|                                     |impairment of brands and customer       |
|                                     |contracts                               |
+-------------------------------------+----------------------------------------+
|"Ordinary Shares"                    |means the ordinary shares of nominal    |
|                                     |value 25 pence in the capital of G4S    |
|                                     |including, if the context requires, the |
|                                     |Rights Issue Shares and the             |
|                                     |Consideration Shares                    |
+-------------------------------------+----------------------------------------+
|"PBITA"                              |means profit before interest, taxation  |
|                                     |and amortisation of acquisition-related |
|                                     |intangible assets                       |
+-------------------------------------+----------------------------------------+
|"Proposed G4S Director"              |means Jeff Gravenhorst                  |
+-------------------------------------+----------------------------------------+
|"Prospectus"                         |means the prospectus expected to be     |
|                                     |published by G4S today                  |
+-------------------------------------+----------------------------------------+
|"Prospectus Rules"                   |means the prospectus rules of the UK    |
|                                     |Listing Authority made in accordance    |
|                                     |with Section 73a of FSMA, as amended    |
|                                     |from time to time                       |
+-------------------------------------+----------------------------------------+
|"Provisional Allotment Letter"       |means the provisional allotment letter  |
|                                     |to be issued to Qualifying non-CREST    |
|                                     |Shareholders                            |
+-------------------------------------+----------------------------------------+
|"Qualifying CREST Shareholder"       |means  a Qualifying  Shareholder holding|
|                                     |Ordinary  Shares in  uncertificated form|
|                                     |excluding,  for the  avoidance of doubt,|
|                                     |Qualifying VP Shareholders              |
+-------------------------------------+----------------------------------------+
|"Qualifying non-CREST Shareholder"   |means Qualifying Shareholders holding   |
|                                     |Ordinary Shares in certificated form    |
+-------------------------------------+----------------------------------------+
|"Qualifying Shareholder"             |means a holder of Ordinary Shares on the|
|                                     |register of members of G4S on the Rights|
|                                     |Issue Record Date (including HSBC acting|
|                                     |as nominee for the Qualifying VP        |
|                                     |Shareholders)                           |
+-------------------------------------+----------------------------------------+
|"Qualifying VP Shareholder"          |means a person who as at 5.00 p.m. on 2 |
|                                     |November 2011 owns Existing Ordinary    |
|                                     |Shares registered in VP Securities      |
|                                     |regardless of such Existing Ordinary    |
|                                     |Shares having been credited to such     |
|                                     |person's stock account in VP Securities |
+-------------------------------------+----------------------------------------+
|"RBS"                                |means The Royal Bank of Scotland plc    |
|                                     |(trading as RBS Hoare Govett)           |
+-------------------------------------+----------------------------------------+
|"Re-Admission"                       |means admission of the Consideration    |
|                                     |Shares, and re-admission of the Ordinary|
|                                     |Shares to the Official List of the UK   |
|                                     |Listing Authority and to trading on the |
|                                     |London Stock Exchange                   |
+-------------------------------------+----------------------------------------+
|"Receiving Agent"                    |means Capita Registrars, or any other   |
|                                     |Receiving Agent appointed by G4S from   |
|                                     |time to time                            |
+-------------------------------------+----------------------------------------+
|"Regulatory Information Service"     |means  one of the regulatory information|
|                                     |services  authorised  by  the UK Listing|
|                                     |Authority   to   receive,   process  and|
|                                     |disseminate  regulatory information from|
|                                     |listed companies                        |
+-------------------------------------+----------------------------------------+
|"Remuneration Committee"             |means the remuneration committee of the |
|                                     |G4S Board                               |
+-------------------------------------+----------------------------------------+
|"Resolutions"                        |means the resolutions numbered 1 to 5 in|
|                                     |the Notice of General Meeting           |
+-------------------------------------+----------------------------------------+
|"Restricted Shareholder"             |means a Qualifying Shareholder with a   |
|                                     |registered address in an Excluded       |
|                                     |Territory or for whom the availability  |
|                                     |of the Rights Issue (or any other       |
|                                     |transaction contemplated thereby) would |
|                                     |otherwise breach any applicable law     |
+-------------------------------------+----------------------------------------+
|"reverse takeover"                   |has the meaning given to such term by   |
|                                     |the Listing Rules                       |
+-------------------------------------+----------------------------------------+
|"Rights"                             |means the Nil Paid Rights and/or the    |
|                                     |Fully Paid Rights                       |
+-------------------------------------+----------------------------------------+
|"Rights Issue"                       |means the offer by way of Rights to     |
|                                     |Qualifying Shareholders to acquire      |
|                                     |Rights Issue Shares, on the terms and   |
|                                     |conditions set out in the Prospectus    |
|                                     |and, in the case of Qualifying non-CREST|
|                                     |Shareholders only, the Provisional      |
|                                     |Allotment Letter                        |
+-------------------------------------+----------------------------------------+
|"Rights Issue Price"                 |means 122 pence per Rights Issue Share  |
|                                     |or, in respect of New Ordinary Shares to|
|                                     |be issued in respect of Nil Paid Rights |
|                                     |issued by VP Securities, DKK 10.38 per  |
|                                     |Rights Issue Share                      |
+-------------------------------------+----------------------------------------+
|"Rights Issue Record Date"           |means 5.00 p.m. on 31 October 2011      |
+-------------------------------------+----------------------------------------+
|"Rights Issue Shares"                |means the Ordinary Shares proposed to be|
|                                     |issued pursuant to the Rights Issue     |
+-------------------------------------+----------------------------------------+
|"Securities Act"                     |means the United States Securities Act  |
|                                     |of 1933                                 |
+-------------------------------------+----------------------------------------+
|"Seller" or "FS Invest II"           |means FS Invest II S.à.r.l.             |
+-------------------------------------+----------------------------------------+
|"Seller Parent"                      |means FS Invest S.à.r.l., the Seller's  |
|                                     |direct parent company                   |
+-------------------------------------+----------------------------------------+
|"Shareholder"                        |means a holder of Ordinary Shares       |
+-------------------------------------+----------------------------------------+
|"Share Purchase Agreement"           |means the agreement entered into on 17  |
|                                     |October 2011 between the Seller and G4S |
|                                     |pursuant to which G4S will acquire the  |
|                                     |entire issued share capital of ISS      |
+-------------------------------------+----------------------------------------+
|"sterling" or "£"                    |means the lawful currency of the United |
|                                     |Kingdom from time to time               |
+-------------------------------------+----------------------------------------+
|"Subscribing Bank"                   |means Deutsche Bank;                    |
+-------------------------------------+----------------------------------------+
|"UK Corporate Governance Code"       |means the UK Corporate Governance Code  |
|                                     |2010 issued by the Financial Reporting  |
|                                     |Council in the UK                       |
+-------------------------------------+----------------------------------------+
| "uncertificated forms"              |means, in relation to a share or other  |
|                                     |security, a share or other security,    |
|                                     |title to which is recorded in the       |
|                                     |relevant register of the share or other |
|                                     |security concerned as being held in     |
|                                     |uncertificated form (that is, in CREST) |
|                                     |and title to which may be transferred by|
|                                     |using CREST                             |
+-------------------------------------+----------------------------------------+
|"Underwriters"                       |means each of Deutsche Bank and RBS     |
+-------------------------------------+----------------------------------------+
|"Underwriting Agreement"             |means the underwriting agreement dated  |
|                                     |17 October 2011 between G4S, Greenhill  |
|                                     |and the Underwriters relating to the    |
|                                     |Rights Issue                            |
+-------------------------------------+----------------------------------------+
|"United Kingdom" or "UK"             |means the United Kingdom of Great       |
|                                     |Britain and Northern Ireland            |
+-------------------------------------+----------------------------------------+
|"United States" or "US"              |means the United States of America, its |
|                                     |territories and possessions, any state  |
|                                     |of the United States of America, the    |
|                                     |District of Columbia and all other areas|
|                                     |subject to its jurisdiction             |
+-------------------------------------+----------------------------------------+
|"VP Beneficiaries"                   |means Qualifying VP Shareholders and    |
|                                     |persons having acquired Nil Paid Rights |
|                                     |or Rights Issue Shares credited or to be|
|                                     |credited through VP Securities          |
+-------------------------------------+----------------------------------------+
|"VP Securities"                      |means VP Securities A/S, a Clearing and |
|                                     |Securities Depository approved under the|
|                                     |Danish Act on Securities Trading        |
+-------------------------------------+----------------------------------------+
|"Western Europe"                     |means Austria, Belgium, Denmark,        |
|                                     |Finland, France, Germany, Greece,       |
|                                     |Iceland, Ireland, Italy, Luxembourg, The|
|                                     |Netherlands, Norway, Portugal, Spain,   |
|                                     |Sweden, Switzerland and the UK          |
+-------------------------------------+----------------------------------------+

References  to a  "company" in  this announcement  shall be  construed so  as to
include  any company, corporation or other  body corporate, wherever and however
incorporated or established.


[2]






This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
    
Source: G4S plc UK  DK via Thomson Reuters ONE

[HUG#1555163]