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G4S plc UK DK (GFS)

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Tuesday 01 November, 2011

G4S plc UK DK

Statement re agreement not to proceed with acqu...






                                                                 1 November 2011

                  G4S AND FS INVEST AGREE NOT TO PROCEED WITH
                  ACQUISITION OF ISS AND RELATED RIGHTS ISSUE

G4S  plc ("G4S") announces that G4S and  FS Invest II S.àr.l. ("FS Invest") have
agreed  to terminate the share purchase  agreement ("SPA") pursuant to which G4S
was  to acquire ISS A/S ("ISS") from FS Invest (the "Acquisition"). Accordingly,
the  board of directors of G4S (the "Board") will not put any resolutions to the
shareholder meeting convened for 2 November 2011 and will not be proceeding with
the rights issue or other financing required for the Acquisition.

Alf Duch-Pedersen, Chairman of G4S, said:

"We  believe  that  developing  our  business  towards an  enhanced security and
integrated  facilities services model is the way  forward in the longer term and
we  saw ISS as an excellent opportunity  to achieve this aim. However, following
the   announcement   of  the  Acquisition,  shareholders  have  raised  concerns
particularly  over its  scale and  perceived complexity  against the backdrop of
current macro-economic uncertainty.

We  consulted our leading shareholders ahead  of announcing the transaction, and
based  on the feedback received, felt confident  to launch the deal. We have now
discussed  the merits of this combination  with a significantly larger number of
our  shareholders and whilst they continue to express their overwhelming support
for  the  standalone  G4S  business  and  its management, the Board has listened
carefully  to concerns raised by shareholders  regarding the Acquisition and has
concluded that in the circumstances it is inappropriate to proceed.

G4S  is a successful  and well managed  business. It has  delivered year on year
earnings and dividend growth since the group was created in 2004 from the merger
of  Securicor  and  Group  4 Falck.  G4S  has  consistently generated returns on
invested  capital  well  above  its  cost  of  capital,  and  delivered  average
shareholder returns of 13.3% per year since the start of 2005.

The  Board  and  management  of  G4S  remain  focused  on continuing to generate
sustainable  shareholder value and driving business success both organically and
through targeted acquisitions."

Nick Buckles, Chief Executive of G4S, said:

"We  are obviously  disappointed that  we have  not been  able to  complete this
transaction.   We felt strongly that the combination of G4S and ISS would create
a market-leading integrated security and facilities services company which would
be  well placed to meet  the growing needs of  customers and deliver significant
investment returns at the same time.

However,  we respect the importance of shareholders'  views and, on the basis of
feedback  received since the  transaction was announced,  we have decided not to
proceed.

Our  strategy  will  continue  to  focus  on  providing higher value, integrated
security solutions to our customers and leveraging our expertise in key sectors,
geographies  and service lines. We will continue to acquire businesses which add
capability to G4S to help drive the business forward.

The  G4S business continues  to develop positively  with organic growth of 5% in
the first nine months of 2011."

The Acquisition, together with the rights issue, was conditional, inter alia, on
securing  75% shareholder support  at a  G4S shareholder  meeting.  There are no
break  fees payable pursuant to the termination  of the SPA. The majority of the
fees  and costs  to be  paid in  connection with  the Acquisition and the rights
issue  was only payable  if the Acquisition  completed. However certain of these
fees  and costs, amounting to approximately £50 million, will be incurred by G4S
in  any event.  These fees  relate principally  to commitment fees in connection
with  the  financing  of  the  Acquisition,  but  also  include the net costs of
derivative  hedging instruments entered into to  hedge the foreign exchange risk
associated  with raising funds in sterling to  effect a purchase in Danish Krone
and  up to  £2 million  payable to  ISS's auditors  in relation  to certain work
carried  out in respect of the Acquisition. These fees and costs will be treated
as exceptional items in the G4S accounts for the year ended 31 December 2011.

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.

IMPORTANT NOTICE

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 of G4S (the
"Securities").

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.

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.
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 G4S's
ability  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.  Forward-looking statements  contained in  this announcement apply
only  as at the date of this announcement. G4S undertakes no obligation publicly
to  update or review any  forward-looking statement, whether as  a result of new
information,  future developments or otherwise.  Nothing in this announcement is
intended, or is to be construed, as a profit forecast.
Past  performance is no  guide to future  performance and persons needing advice
should consult an independent financial adviser.








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Source: G4S plc UK  DK via Thomson Reuters ONE

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