OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS AND DELISTING
On 8 December 2020 the boards of directors managing Allied Universal Topco LLC (“Allied Universal”) and of G4S plc (“G4S” or the “Company”) announced that they had reached agreement on the terms of a recommended cash offer, to be made by Atlas UK Bidco Limited (“Allied Bidco”), a newly incorporated entity that is indirectly controlled by Allied Universal, to acquire the entire issued and to be issued share capital of G4S (the “Offer”). The full terms of, and conditions to, the Offer and the procedures for acceptance were set out in the offer document dated 5 January 2021 (the "Offer Document") and in respect of G4S Shares held in certificated form, the Form of Acceptance. On 16 March 2021, Allied Bidco announced that the Offer had become unconditional as to acceptances.
Allied Bidco is pleased to announce that all of the Conditions of its Offer for G4S have now been satisfied or waived and, accordingly, the Offer is now unconditional in all respects.
Steve Jones, President and Chief Executive of Allied Universal said:
“I am excited about what this unique and compelling combination can deliver. I am delighted to welcome Ashley Almanza and G4S’s senior management team to Allied Universal. I look forward to working together to ensure a seamless integration and to establishing a business that can better serve its customers, create new opportunities for its employees and lead the industry for the next generation.”
Ashley Almanza, Chief Executive Officer of G4S said:
“I would like to thank G4S colleagues around the world for their significant, collective contribution to the successful restructuring and repositioning of G4S which has made it possible to combine two of the best companies in the global security industry. This has produced an excellent outcome for employees, customers and all of our key stakeholders. My team and I look forward to working with Allied Universal to support a successful integration of the two businesses.”
2. Level of acceptances
As at 1.00 p.m. (London time) on 1 April 2021 (being the latest practicable date prior to the release of this announcement), Allied Bidco had received valid acceptances of the Offer in respect of a total of 1,369,378,282 G4S Shares, representing approximately 88.25 per cent. of the existing issued ordinary share capital of G4S.
3. Delisting, cancellation of trading and re-registration
As the Offer is now unconditional in all respects and Allied Bidco has by virtue of its acceptances of the Offer acquired, or agreed to acquire, issued share capital carrying more than 75 per cent. of the voting rights of G4S, Allied Bidco will now procure that G4S makes applications to cancel the listing of G4S Shares on the Official List, to cancel trading in G4S Shares on the London Stock Exchange’s main market for listed securities and to re-register G4S as a private limited company.
It is anticipated that the cancellation of the listing of G4S Shares on the Official List and trading of G4S Shares on the London Stock Exchange's main market for listed securities will take effect no earlier than 5 May 2021.
As soon as possible after the delisting and cancellation of trading occurs, it is intended that G4S will be re-registered as a private company under the relevant provisions of the Act.
On 19 March 2021, Nasdaq Copenhagen A/S ("Nasdaq") approved the removal from trading of the G4S VP Interests from Nasdaq and the official listing. The last day of trading on Nasdaq will be 16 April 2021.
Delisting of the G4S Shares and the re-registration of G4S as a private limited company will significantly reduce the liquidity and marketability of any G4S Shares in respect of which the Offer has not been accepted at that time, and the reporting and disclosure requirements will be significantly reduced. Any remaining G4S Shareholders will become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their G4S Shares. There can be no certainty that G4S would pay any further dividends or other distributions or that such minority G4S Shareholders will again be offered an opportunity to sell their G4S Shares on terms which are equivalent to or no less advantageous than those under the Offer.
4. Compulsory Acquisition
As set out in paragraph 18 of Part II of the Offer Document, if Allied Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, both 90 per cent. or more in value of the G4S Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by those shares, Allied Bidco intends to exercise its rights in accordance with sections 974 to 991 of the Act to acquire compulsorily the remaining G4S Shares on the same terms as the Offer.
5. Continuation of Offer and action to be taken
The Offer will remain open for acceptance until further notice. At least 14 days' notice will be given by an announcement before the Offer is closed.
G4S Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the following procedures:
- If you hold your G4S Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance accompanying the Offer Document as soon as possible.
- If you hold your G4S Shares in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf and that the TTE instruction settles as soon as possible. If you hold your G4S Shares as a CREST sponsored member, you should contact your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.
- G4S ADR Holders who wish to participate in the Offer should contact their Depositary.
- G4S VP Holders who wish to participate in the Offer should contact Danske Bank.
Full details on how to accept the Offer are set out in paragraph 16 of Part II and Parts D and E of Appendix 1 of the Offer Document.
If you have any questions about the Offer or are in any doubt as to how to complete the Form of Acceptance (if your G4S Shares are held in certificated form), please contact Link Group on 0371 664 0321 (if calling within the UK) or on +44 371 664 0321 (if calling from outside the UK). Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Settlement of consideration to which any accepting G4S Shareholder is entitled under the Offer shall be effected by the issue of cheques or CREST payments as follows: (i) in the case of acceptances which have been received and are valid and complete in all respects on or before the date of this announcement, within 14 days of the date of this announcement; or (ii) in the case of further acceptances, within 14 days of the date of receipt of an acceptance which is valid and complete in all respects.
Unless the context otherwise requires and save to the extent superseded in this announcement, the definitions and rules of interpretation used in the Offer Document shall also apply in this announcement.
The percentages of G4S Shares referred to in this announcement are based upon a figure of 1,551,594,436 G4S Shares in issue as at close of business in London on 1 April 2021, being the latest practicable date prior to the release of this announcement.
A copy of this announcement shall be made available on the Allied Bidco website at www.securityservicesthereforyou.com and on the G4S website at www.g4s.com/investors/offers.
For the avoidance of doubt, the content of the websites referred to in this paragraph 7 is not incorporated into and, save for the information specifically incorporated by reference into this announcement, does not form part of this announcement.