(Note: At the time of issue, this announcement was prefixed with an acceptance statement which prevented people from the United States, Canada, South Africa, Australia or Japan from viewing it.)
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Japan or any jurisdiction in which the same would be unlawful. This announcement is not an offer of securities in the United States, Canada, South Africa, Australia, Japan or any jurisdiction in which the same would be unlawful.
G4S plc ("G4S" or the "Company")
Placing of up to 127 Million Share
G4S plc ("G4S" or the "Company"), the international security solutions group, today announces it is placing up to 127 million new ordinary shares (the "Placing") representing approximately 9.9 per cent of G4S's issued ordinary share capital immediately prior to the Placing.
The Placing will enable the Company to reduce borrowings incurred in connection with G4S’s recent acquisition spend and will increase its capacity to continue to make further targeted, capability-building and bolt-on acquisitions in a disciplined manner.
From 2005 to 2007 G4S successfully completed over 70 acquisitions in more than 45 countries with an aggregate consideration of £368 million. Since the end of 2007 G4S has announced or completed further acquisitions for an aggregate consideration in excess of £500 million including the £355 million acquisition of Global Solutions Limited ("GSL") which was completed on 9 May 2008.
As shown by today’s results, organic growth continues to be a strong focus within the business, however, the acceleration in the rate and size of acquisition spend reflects the evolution of the Company's strategy as outlined at the end of 2007. The Company continues to make focused and disciplined acquisitions to consolidate its position in existing markets, to enter new geographies and to build its capabilities and expertise to deliver security solutions to its customers. Further strategic acquisitions, such as GSL and ArmorGroup, are being made to complement existing services and add valuable expertise to the Company, deepening its relationships with customers.
As a result of the increased scope and an improved climate for value creating transactions, G4S expects to continue to commit additional capital to acquisitive growth. G4S's potential pipeline of acquisitions is very strong, with approximately 20 acquisitions currently in active contemplation, ranging in value from around £5 million to £50 million and from very preliminary to advanced stages of consideration. These opportunities are in keeping with Company strategy, being primarily in faster growing new markets and also including companies that will bring additional expertise to the Company’s portfolio. These acquisitions are expected to meet the Company’s returns criteria for acquisitions.
The Company will continue to review its portfolio on an on-going basis with a view to disposing of any assets that no longer appear to be consistent with the overall Company strategy.
The Placing will benefit shareholders of G4S by enabling the Company to:
fulfil G4S’s strategy to drive accelerated growth and development;
continue to enhance its global reach, capabilities and expertise through acquiring businesses, growing the senior management platform and by sharing best practice across the Company;
given the current market conditions, and significant opportunities available, continue to grow the business through acquisitions at attractive valuations;
comply with G4S’ policy of maintaining sound financial ratios; and
continue to deliver superior returns to shareholders, adding value through development and active management.
Details of the placing
Deutsche Bank is acting as placing agent and sole bookrunner to the Placing which will be carried out by means of an accelerated bookbuild commencing with immediate effect.
The Placing is expected to close no later than close of business in London on 13 May 2008, and pricing and allocations are expected to be announced on the same day. The timing of the closing of the Placing, pricing and allocations may be accelerated by Deutsche Bank. The placing price (the “Placing Price”) in respect of the new ordinary shares to be issued by the Company pursuant to the Placing (the “Placing Shares”) will be determined at the close of the bookbuild process.
The Placing Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing ordinary shares of 25 pence each in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares, except the Placing Shares shall carry no rights to the dividend which is proposed to be paid by the Company on 6 June 2008. Application will be made for the Placing Shares to be admitted to the Official List maintained by the UK Listing Authority and to be admitted to trading by the London Stock Exchange plc on its market for listed securities (together, "Admission"). Application will also be made to OMX The Nordic Exchange Copenhagen for such shares to be listed on that exchange. In relation to the issue or transfer of the Placing Shares into the Danish Securities Centre, VP, the amount of any UK stamp duty and/or stamp duty reserve tax is required to be paid over to Deutsche Bank in addition to the Placing Price.
Settlement for Placing Shares issued pursuant to the Placing, as well as Admission, is expected to take place on 16 May 2008.
The Company, subject to certain exceptions, has agreed not to issue, offer, sell, lend, mortgage, assign, contract to sell, pledge, charge, grant options over or otherwise dispose of any shares or any security or financial product whose value is determined by reference to the price of the shares, within 180 days from the date of this press release.
The Placing Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the laws of any state of the United States and may not be offered, sold or transferred, directly or indirectly, 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 applicable state securities laws. In the United States, the offering is being made only to a limited number of "qualified institutional buyers" (as defined in Rule 144A of the Securities Act) in reliance on Rule 144A under the Securities Act. This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Placing Shares in any state in which such offer, solicitation or sale would be unlawful. The Placing Shares have not been, and will not be, registered with any regulatory authority of any state within the United States.