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G4S PLC (GFS)

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Wednesday 09 December, 2020

G4S PLC

G4S plc: Rejection of GardaWorld’s revised offer following announcement of recommended offer from Allied Universal

G4S plc: Rejection of GardaWorld’s revised offer following announcement of recommended offer from Allied Universal

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.

8 December 2020

G4S plc

Rejection of GardaWorld’s revised offer following announcement of recommended offer from Allied Universal

On 2 December 2020, Garda World Security Corporation (“GardaWorld”) announced it had revised its unsolicited offer to acquire the entire issued and to be issued share capital of G4S plc (“G4S” or the “Company”) from 190 pence to 235 pence in cash per share (the “Revised GardaWorld Offer”).

The Board of G4S (the “Board”) has carefully considered the Revised GardaWorld Offer with its financial and legal advisers. Whilst the Board recognises the increase in the price of the Revised GardaWorld Offer, the Board has unanimously decided to reject it on the basis that it continues to undervalue G4S. 

G4S is today publishing a response circular (the “Circular”) in relation to the Revised GardaWorld Offer.

Separately, since the announcement of the Revised GardaWorld Offer and as disclosed on 2 December 2020, G4S continued to engage with Allied Universal Topco LLC (“Allied Universal”) regarding a potential offer for G4S by Allied Universal. 

The Board is pleased that these discussions have today resulted in the separate announcement of a recommended offer from Allied Universal to acquire the entire issued and to be issued share capital of G4S for 245 pence in cash per share (the “Allied Universal Offer”).

We strongly urge shareholders to take absolutely no action in relation to GardaWorld’s Revised Offer. 

Further information regarding Allied Universal’s Offer will be sent to shareholders in due course.

This announcement can be accessed via https://www.g4s.com/investors/offer-and-possible-offer. The Circular can be accessed via https://www.g4s.com/investors/response-to-gardaworld-offer and has been submitted to, and will available from, the National Storage Mechanism.

For further enquiries, please contact:    
Helen Parris Director of Investor Relations +44 (0) 207 9633189
 

Media enquiries
   
Sophie McMillan Head of Media +44 (0) 759 5523483
Press office   +44 (0) 207 9633333

G4S Joint Lead Financial Advisers
Citigroup Global Markets Limited
J.P. Morgan Cazenove

G4S Financial Advisers
Goldman Sachs International
Lazard & Co., Limited

G4S Legal Advisers
Linklaters LLP

Media Advisers
Brunswick

Notes to Editors:

G4S is the leading global security company, specialising in the provision of security services and solutions to customers. Our mission is to create material, sustainable value for our customers and shareholders by being the supply partner of choice in all our markets.

G4S is quoted on the London Stock Exchange and has a secondary stock exchange listing in Copenhagen. After taking account of the businesses being sold in the year, G4S is active in more than 80 countries and has around 533,000 employees. For more information on G4S, visit www.g4s.com.

Important Notices

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority (”PRA”) and regulated in the UK by the Financial Conduct Authority (”FCA”) and the PRA, is acting exclusively for G4S 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 in this announcement and will not be responsible to anyone other than G4S for providing the protections afforded to clients of Citi nor for providing advice in relation to any matter 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 financial adviser exclusively for G4S plc 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 G4S plc for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

Lazard & Co., Limited (“Lazard”), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as financial adviser to G4S and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than G4S 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 this announcement, any statement contained herein or otherwise.

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 G4S and no one else in connection with the matters set out in this announcement. Goldman Sachs will not be responsible to anyone other than G4S for providing the protections afforded to clients of Goldman Sachs nor for providing advice in relation to any matter referred to herein.

Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.g4s.com, by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.



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