Allied Universal Offer: Update on Offer-related Arrangements
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The information contained herein is not for publication or distribution, directly or indirectly, in or into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.