Statement regarding unsolicited possible cash offer
DISCLAIMER - IMPORTANT
Offer by Garda World Security Corporation (“GardaWorld”) through its wholly-owned subsidiary Fleming Capital Securities, Inc. (“Fleming”) for G4S plc (“G4S”) (the “GardaWorld Offer”) and offer by Atlas UK Bidco Limited (“Allied Bidco”), a newly incorporated entity that is indirectly controlled by Allied Universal Topco LLC (“Allied Universal”) for G4S (the “Allied Offer”).
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY GARDAWORLD AND/OR FLEMING AND/OR ALLIED BIDCO AND/OR ALLIED UNIVERSAL AND/OR G4S RELATING TO THE GARDAWORLD OFFER AND/OR THE ALLIED OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at our sole discretion.
Nothing on this part of the website, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the GardaWorld Offer and/or the Allied Offer in any jurisdiction in which such offer or solicitation is unlawful.
The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “Restricted Jurisdiction”), and the availability of the Information (and any related offer) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.
No offer will be made, directly or indirectly, in or into, a Restricted Jurisdiction and no offer will be capable of acceptance from or within a Restricted Jurisdiction except pursuant to an applicable exemption. The Information may not be downloaded or accessed by any person either in whole or in part from or within a Restricted Jurisdiction or where to do so would or may constitute a breach of any applicable local laws or regulations.
In addition, these materials do not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. In particular, these materials are not an offer of securities for sale into the United States. No offering of securities shall be made in the United States absent registration under the US Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued would be anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the US Securities Act of 1933.
If you are not permitted to view the Information on this website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page.
The information (including information incorporated by reference) and documents in this section of the website may contain forward-looking statements regarding GardaWorld’s, Fleming’s, Allied Bidco’s, Allied Universal’s or G4S’s financial position, business strategy, plans and objectives of management for future operations and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should” and “will” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. These forward-looking statements speak only as of the date of the respective documents and are subject to a number of factors that could cause actual results to differ materially from any expected results in such forward-looking statements. G4S expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Confirmation of understanding and acceptance of disclaimer
I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
I represent and warrant to G4S that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
I agree to be bound by the terms of the notice set out above and I confirm that I am permitted to proceed to this part of the site.