G4S plc ArmorGroup International plc ArmorGroup Offer Update

  • 04 Apr 2008 10:07
Recommended cash offer for ArmorGroup International plc (“ArmorGroup”) by G4S (March 2008) Limited (“Bidco”) (a wholly-owned subsidiary of G4S plc (“G4S”))
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Further to the announcement made on 20 March 2008 of the recommended cash offer for ArmorGroup by Bidco (the “Announcement”), G4S discloses, in accordance with Rule 8.4 of the Code, that Bidco has obtained irrevocable undertakings from Charles Russell Trustees (UK) Ltd (“Charles Russell Trustees”), acting as trustees of Beese Family Trust, and from Charles Russell Trustees, acting as trustees of the N Philp Trust, to accept, or to procure the acceptance of, the Offer in respect of their beneficial ArmorGroup shareholdings totalling 287,731 and 768,448 ArmorGroup Shares, respectively.

As announced by ArmorGroup on 4 April 2008, Christopher Beese transferred 287,731 ArmorGroup Shares to Beese Family Trust on 3 April 2008. The irrevocable undertaking obtained from Charles Russell Trustees, acting as trustees of Beese Family Trust, is in respect of the entire number of ArmorGroup Shares transferred to Beese Family Trust by Christopher Beese on 3 April 2008.

As also announced by ArmorGroup on 4 April 2008, Noel Philp transferred 768,448 ArmorGroup Shares to N Philp Trust on 3 April 2008. The irrevocable undertaking obtained by Charles Russell Trustees, acting as trustees of N Philp Trust, is in respect of the entire number of ArmorGroup Shares transferred to N Philp Trust by Noel Philp on 3 April 2008.

The undertakings from the trustees of Beese Family Trust and the trustees of N Philp Trust will continue to apply in the event that the Offer is implemented by way of a scheme of arrangement. These undertakings will remain binding in the event of a competing offer being made in relation to ArmorGroup unless the Offer lapses or is withdrawn.

Consequentially, the irrevocable undertakings signed by Christopher Beese and Noel Philp, as outlined in the Offer Document, are no longer binding, in so far as they relate to the ArmorGroup Shares transferred. In all other respects they remain in full force and effect.

Following today’s announcement, Bidco continues to hold irrevocable undertakings to accept the Offer in respect of 31,289,694 ArmorGroup Shares, representing approximately 58.57 per cent. of ArmorGroup’s existing issued share capital at the date of this announcement and as outlined in the Offer Document.

Terms defined in the Announcement shall have the same meanings in this announcement.

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