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Tuesday 06 April, 2021

Allied Universal Sec

Offer Declared Unconditional in all Respects

RNS Number : 4603U
Allied Universal Security Srvcs LLC
06 April 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

6 APRIL 2021

RECOMMENDED CASH OFFER

for

G4S PLC

by

ATLAS UK BIDCO LIMITED

(a newly incorporated entity that is indirectly controlled by Allied Universal)

 

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS AND DELISTING

1.  Introduction

On 8 December 2020 the boards of directors managing Allied Universal Topco LLC ("Allied Universal") and of G4S plc ("G4S" or the "Company") announced that they had reached agreement on the terms of a recommended cash offer, to be made by Atlas UK Bidco Limited ("Allied Bidco"), a newly incorporated entity that is indirectly controlled by Allied Universal, to acquire the entire issued and to be issued share capital of G4S (the "Offer"). The full terms of, and conditions to, the Offer and the procedures for acceptance were set out in the offer document dated 5 January 2021 (the "Offer Document") and in respect of G4S Shares held in certificated form, the Form of Acceptance. On 16 March 2021, Allied Bidco announced that the Offer had become unconditional as to acceptances.

Allied Bidco is pleased to announce that all of the Conditions of its Offer for G4S have now been satisfied or waived and, accordingly, the Offer is now unconditional in all respects.

Steve Jones, President and Chief Executive of Allied Universal said:

"I am excited about what this unique and compelling combination can deliver. I am delighted to welcome Ashley Almanza and G4S's senior management team to Allied Universal. I look forward to working together to ensure a seamless integration and to establishing a business that can better serve its customers, create new opportunities for its employees and lead the industry for the next generation."

Ashley Almanza, Chief Executive Officer of G4S said:

"I would like to thank G4S colleagues around the world for their significant, collective contribution to the successful restructuring and repositioning of G4S which has made it possible to combine two of the best companies in the global security industry. This has produced an excellent outcome for employees, customers and all of our key stakeholders. My team and I look forward to working with Allied Universal to support a successful integration of the two businesses."

2.  Level of acceptances

As at 1.00 p.m.  (London time) on 1 April 2021 (being the latest practicable date prior to the release of this announcement), Allied Bidco had received valid acceptances of the Offer in respect of a total of 1,369,378,282 G4S Shares, representing approximately 88.25 per cent. of the existing issued ordinary share capital of G4S.

3.  Delisting, cancellation of trading and re‑registration

As the Offer is now unconditional in all respects and Allied Bidco has by virtue of its acceptances of the Offer acquired, or agreed to acquire, issued share capital carrying more than 75 per cent. of the voting rights of G4S, Allied Bidco will now procure that G4S makes applications to cancel the listing of G4S Shares on the Official List, to cancel trading in G4S Shares on the London Stock Exchange's main market for listed securities and to re-register G4S as a private limited company.

It is anticipated that the cancellation of the listing of G4S Shares on the Official List and trading of G4S Shares on the London Stock Exchange's main market for listed securities will take effect no earlier than 5 May 2021.

As soon as possible after the delisting and cancellation of trading occurs, it is intended that G4S will be re‑registered as a private company under the relevant provisions of the Act.

On 19 March 2021, Nasdaq Copenhagen A/S ("Nasdaq") approved the removal from trading of the G4S VP Interests from Nasdaq and the official listing.  The last day of trading on Nasdaq will be 16 April 2021.

Delisting of the G4S Shares and the re-registration of G4S as a private limited company will significantly reduce the liquidity and marketability of any G4S Shares in respect of which the Offer has not been accepted at that time, and the reporting and disclosure requirements will be significantly reduced. Any remaining G4S Shareholders will become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their G4S Shares. There can be no certainty that G4S would pay any further dividends or other distributions or that such minority G4S Shareholders will again be offered an opportunity to sell their G4S Shares on terms which are equivalent to or no less advantageous than those under the Offer.

4.  Compulsory Acquisition

As set out in paragraph 18 of Part II of the Offer Document, if Allied Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, both 90 per cent. or more in value of the G4S Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by those shares, Allied Bidco intends to exercise its rights in accordance with sections 974 to 991 of the Act to acquire compulsorily the remaining G4S Shares on the same terms as the Offer.

5.  Continuation of Offer and action to be taken

The Offer will remain open for acceptance until further notice.  At least 14 days' notice will be given by an announcement before the Offer is closed.

G4S Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the following procedures:

· If you hold your G4S Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance accompanying the Offer Document as soon as possible.  

· If you hold your G4S Shares in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf and that the TTE instruction settles as soon as possible. If you hold your G4S Shares as a CREST sponsored member, you should contact your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

· G4S ADR Holders who wish to participate in the Offer should contact their Depositary.

· G4S VP Holders who wish to participate in the Offer should contact Danske Bank.

Full details on how to accept the Offer are set out in paragraph 16 of Part II and Parts D and E of Appendix 1 of the Offer Document.

If you have any questions about the Offer or are in any doubt as to how to complete the Form of Acceptance (if your G4S Shares are held in certificated form), please contact Link Group on 0371 664 0321 (if calling within the UK) or on +44 371 664 0321 (if calling from outside the UK) . Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales.  Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

6.  Settlement

Settlement of consideration to which any accepting G4S Shareholder is entitled under the Offer shall be effected by the issue of cheques or CREST payments as follows: (i) in the case of acceptances which have been received and are valid and complete in all respects on or before the date of this announcement, within 14 days of the date of this announcement; or (ii) in the case of further acceptances, within 14 days of the date of receipt of an acceptance which is valid and complete in all respects.

7.  Other

Unless the context otherwise requires and save to the extent superseded in this announcement, the definitions and rules of interpretation used in the Offer Document shall also apply in this announcement.

The percentages of G4S Shares referred to in this announcement are based upon a figure of 1,551,594,436 G4S Shares in issue as at close of business in London on 1 April 2021, being the latest practicable date prior to the release of this announcement.

A copy of this announcement shall be made available on the Allied Bidco website at www.securityservicesthereforyou.com and on the G4S website at www.g4s.com/investors/offers.

For the avoidance of doubt, the content of the websites referred to in this paragraph 7 is not incorporated into and, save for the information specifically incorporated by reference into this announcement, does not form part of this announcement.

 

Enquiries:

Allied Bidco / Allied Universal
Steve Jones, President and Chief Executive
c/o Teneo

Teneo, PR adviser to Allied Universal and Allied Bidco  
Charles Armitstead    + 44 7703 330 269

Matt Denham    + 44 7825 735 596

 

Morgan Stanley, as Lead Financial Adviser to Allied Universal and Allied Bidco 
Henry Stewart / Laurence Hopkins / David Khayat    +44 20 7425 8000

/ Duncan Williamson / Tom Perry


Credit Suisse, as Joint Financial Adviser to Allied Universal and Allied Bidco
 
Raymond R. Raimondi, Jr. / Joe Hannon / Ben Deary    +44 20 7888 8888

 

Moelis & Company, as Joint Financial Adviser to Allied Universal and Allied Bidco
Jonathan Kaye  +1 212 883 3800

Liam Beere

G4S
Helen Parris, Director of Investor Relations    + 44 20 7963 3189

 

Media enquiries:

Sophie McMillan, Head of Media     + 44 20 7963 3333

 

Brunswick, PR adviser to G4S
Charles Pretzlik / Jonathan Glass    + 44 20 7404 5959

 
Citigroup Global Markets Limited, as Joint Lead Financial Adviser and Corporate Broker to G4S
Andrew Seaton / Robert Way / William Morton    + 44 20 7986 4000

   

J.P. Morgan Cazenove, as Joint Lead Financial Adviser and Corporate Broker to G4S
Edmund Byers / Celia Murray / Richard Walsh    + 44 20 7742 4000

 

Goldman Sachs, as Financial Adviser to G4S
Mark Sorrell / Jose Barreto    + 44 (20 7774 1000

 

Lazard, as Financial Adviser to G4S
William Rucker / Nicholas Page  + 44 20 7187 2000

 

Cleary Gottlieb Steen & Hamilton LLP, Freshfields Bruckhaus Deringer LLP and Kirkland & Ellis LLP are retained as legal advisers to Allied Universal and Allied Bidco.

Linklaters LLP is retained as legal adviser to G4S.

Important notices relating to financial advisers

Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom is acting exclusively as lead financial adviser to Allied Universal and Allied Bidco and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as joint financial adviser exclusively for Allied Universal and Allied Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Allied Universal and Allied Bidco for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Moelis & Company LLC ("Moelis & Company") is acting exclusively as joint financial adviser to Allied Universal and Allied Bidco and no one else in connection with the matters set out in this announcement. In connection with such matters, Moelis & Company, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting as joint lead financial adviser for the Company and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi nor for providing advice in connection with the matters set out in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with the matters set out in this announcement or any other matter or arrangement referred to herein.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting as joint lead financial adviser exclusively for the Company and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the matters set out in this announcement or any other matter or arrangement referred to herein.

Goldman Sachs International ("Goldman Sachs"), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for the Company as financial adviser and no one else in connection with the matters set out in this announcement. Goldman Sachs will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the matters set out in this announcement or any other matter referred to in this document.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to the Company and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the matters set out in this announcement, any statement contained herein or otherwise.

Further information

This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of G4S pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer is being implemented solely pursuant to the terms of the Offer Document and, in respect of G4S Shares held in certificated form, the Form of Acceptance, which, together, contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision by G4S Shareholders in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document and, in respect of G4S Shares held in certificated form, the Form of Acceptance. G4S Shareholders are advised to read the Offer Document and the Form of Acceptance carefully because they contain important information in relation to the Offer.

Information relating to G4S Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by G4S Shareholders, persons with information rights and other relevant persons for the receipt of communications from G4S may be provided to Allied Bidco during the Offer Period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11.

Additional information for US G4S Shareholders and G4S ADR Holders

Certain financial information included in this announcement and the Offer Document has been prepared in accordance with accounting standards applicable in the United Kingdom, and may not be comparable to financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US G4S Shareholders or G4S ADR Holders to enforce their rights and claims arising out of the US federal securities laws, since G4S is organised under the laws of England and Wales, and some or all of its officers and directors are residents of countries other than the United States. It may not be possible to sue a non-US company or its directors, officers or affiliates, in a non-US court for violations of US securities laws. It may be difficult to compel a non-US company and its directors, officers and affiliates to subject themselves to the jurisdiction and judgment of a United States court.

Additional Information for Danish G4S Shareholders and G4S VP Holders

This document does not constitute an offer document under Danish securities laws and consequently is not required to be nor has been filed with or approved by the Danish Financial Supervisory Authority as this document has not been prepared in the context of a public takeover offer in Denmark within the meaning of the Danish Capital Markets Act or any executive orders issued pursuant thereto.

Overseas jurisdictions

Further details in relation to G4S Shareholders in overseas jurisdictions are contained in the Offer Document.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in the announcement), oral statements made regarding the Offer, and other information published by Allied Universal, Allied Bidco or G4S contains certain forward looking statements with respect to the financial condition, results of operations and businesses of Allied Universal and G4S and their respective groups, and certain plans and objectives of Allied Universal and G4S with respect to the Enlarged Group. All statements other than statements of historical fact are, or may be deemed to be, forward looking statements. Forward looking statements are statements of future expectations which are prospective in nature and are not based on historical facts, but rather on management's current expectations, projections and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward looking statements include, among other things, statements concerning the potential exposure of Allied Universal, the Allied Universal Group, G4S and/or the G4S Group to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on average capital employed, production, divestitures and prospects. Often, but not always, these forward looking statements are identified by their use of terms and phrases such as "anticipate" or "does not anticipate", "believe", "estimate", "forecast", "expect" or "does not expect", "is expected", "is subject to", "goals", "intend", "objectives", "outlook", "plan", "budget", "scheduled", "probably", "project", "risks", "seek", "target"  or variations of such words and phrases and statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

There are a number of factors that could affect the future operations of Allied Universal, the Allied Universal Group, G4S and/or the G4S Group and that could cause results and developments to differ materially from those expressed or implied in the forward looking statements included in this announcement, including (without limitation): (a) changes in demand for Allied Universal's and/or G4S's products; (b) currency fluctuations; (c) loss of market share and industry competition; (d) risks associated with the identification of suitable properties, acquirors and targets, and successful negotiation and completion of such transactions; (e) changes in macroeconomic or trading conditions; (f) the impact of COVID-19; and (g) changes in government and regulation including in relation to health and safety. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors.

All forward looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Although Allied Universal, Allied Bidco and G4S believe that the expectations reflected in such forward looking statements are reasonable, Allied Universal, Allied Bidco, G4S and their respective associates, directors, officers and advisers provide no representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Readers should not place undue reliance on forward looking statements.

Each forward looking statement speaks only as of the date of this announcement. None of Allied Universal, Allied Bidco, the Allied Universal Group, G4S or the G4S Group undertakes any obligation, and expressly disclaims any intention or obligation, to publicly update or revise any forward looking statement as a result of new information, future events or otherwise, except to the extent legally required (including under the United Kingdom Listing Rules and the Disclosure and Transparency Rules of the FCA). In light of these risks, results could differ materially from those stated, implied or inferred from the forward looking statements contained in this announcement.

No forecasts or estimates

No statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that cash flow from operations, free cash flow, earnings or earnings per share for Allied Universal, Allied Bidco, G4S or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the respective historical published cash flow from operations, free cash flow, earnings or earnings per share for Allied Universal, Allied Bidco or G4S as appropriate or to mean that the Enlarged Group's earnings in the first 12 months following the Offer, or in any subsequent period, would necessarily match or be greater than those of Allied Bidco or G4S for the relevant preceding financial period or any other period.

Publication on website

A copy of this announcement and the documents required by Rule 26 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Allied Universal's website (https://www.securityservicesthereforyou.com/) and on G4S's website (https://www.g4s.com/investors/offers) by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

G4S Shareholders may request a hard copy of this announcement by contacting Link Group on 0371 664 0321 (if calling within the UK) or on +44 371 664 0321 (if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales.  Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes or by submitting a request in writing to Link Group, Corporate Actions at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are located in the United Kingdom or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.

 

 

 

 

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