Compulsory Acquisition of Outstanding ArmorGroup Shares

  • 09 May 2008 16:32
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Recommended Cash Offer for ArmorGroup International plc by G4S (March 2008) Limited (a wholly-owned subsidiary of G4S plc)

Compulsory Acquisition of Outstanding ArmorGroup Shares

On 31 March 2008, G4S (March 2008) Limited (Bidco), a wholly-owned subsidiary of G4S plc (G4S), posted an offer document (the Offer Document) to ArmorGroup Shareholders in respect of the offer of 80 pence in cash for each ArmorGroup Share (the Offer), which is being made by Bidco.

The Offer was declared unconditional in all respects on 7 May 2008. Bidco also confirmed on that date that it intended to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 (the Act) to acquire compulsorily the remaining ArmorGroup Shares on the same terms as the Offer, having received valid acceptances in respect of more than 90 per cent. of the ArmorGroup Shares and voting rights to which the Offer relates.

The board of Bidco now announces that it has implemented the compulsory acquisition procedure under the Act and has today posted formal notices under section 979 of the Act to ArmorGroup Shareholders who have not yet accepted the Offer. The transfer of ArmorGroup Shares in accordance with the compulsory acquisition notices will take place on or around 20 June 2008 being 6 weeks from the date of the compulsory acquisition notice.

The Offer will remain open for acceptance until further notice and ArmorGroup Shareholders who wish to accept the Offer, and who have not yet done so, should act in accordance with the instructions set out in the Offer Document dated 31 March 2008 and (in respect of ArmorGroup Shares held in certificated form) the Form of Acceptances as soon as possible. Further copies of the Offer Document and Forms of Acceptance are available to ArmorGroup Shareholders who are entitled to receive these documents by calling Capita Registrars on 0871 664 0321 (or, from outside the United Kingdom, +44 20 8639 3399) between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding UK public holidays).

Settlement of consideration due under the Offer in respect of valid acceptances received on or before 7 May 2008 will be despatched by first class post (in the case of certificated holders) or credited to the relevant CREST account (in the case of uncertificated holders) on or before 21 May 2008. Settlement in respect of valid acceptances received after this date will be despatched within 14 days of receipt of such acceptance.

As previously announced, Bidco has procured the making of an application by ArmorGroup for the cancellation of admission of listing and admission to trading of ArmorGroup Shares from the Official List of the UK Listing Authority and the London Stock Exchange’s market for listed securities which will take effect on 6 June 2008.

Certain terms used in this announcement are defined in the Offer Document.

Enquiries:

 
G4S   Tel: +44 (0) 1293 554400
Debbie McGrath
(Group Communications Director)

Helen Parris
(Director of Investor Relations)

   
Greenhill (financial adviser to G4S)   Tel: +44 (0)20 7198 7400
Simon Borrows

David Wyles

Ben Loomes

   
Bell Pottinger Corporate & Financial (PR adviser to G4S)   Tel: +44 (0)20 7861 3030
Stephen Benzikie

Olly Scott

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