DANISH DELISTING FAQ
G4S published a letter on 21 May relating to the compulsory acquisition of the G4S Shares underlying your G4S VP Interests.
Subsequent to a Delisting from Nasdaq, G4S will not be subject to any Danish legislation or regulation nor to the supervision of the Danish FSA. G4S will, however, via the primary listing on the London Stock Exchange, remain subject to similar strong disclosure obligations.
As the number of G4S VP Interest Holders for whom the Nasdaq listing is relevant has reached a record-low level of approx. 2% of the G4S issued share capital, the board of directors of G4S has concluded that Delisting from the Danish exchange was in the best interest of company.
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 has now procured that G4S apply 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.
As a G4S VP Interest Holder you will have three options:
- Sell your G4S VP Interests in the ordinary market during the four week trading period ending on 16 April 2021
- Convert your G4S VP Interests into the equivalent number of underlying G4S shares and become a direct G4S shareholder, either before or after the last day of trading
- Do nothing and retain your G4S VP Interests
To convert your G4S VP Interests into the underlying G4S shares, you should, via your custodian bank, request Danske Bank to convert your G4S VP Interest(s) into G4S share(s). Please note that:
- the conversion will be at your own cost;
- the base costs to the conversion agent (Danske Bank) amount to DKK 750;
- additionally, a fee to your custodian bank may be payable; and
- the conversion of your G4S VP Interests will not be reversible after the delisting.
You should contact your own custodian bank if you have any questions related to how to convert your G4S VP Interests into the underlying G4S shares or to the costs associated herewith.
To complete the conversion process, your custodian bank may require additional information from you. Please note that the conversion of your G4S VP Interest(s) into G4S share(s) may take several days to complete.
Please note that you will still be able to have any G4S VP Interests converted into the underlying G4S shares even after the Delisting from Nasdaq has been completed.
You will become a direct shareholder in G4S and enjoy the same range of shareholder rights as all other shareholders, regardless of nationality. As such you will still have the right e.g. to attend general meetings, vote and receive dividends.
Please note that the G4S articles of association allow for any shareholder (or G4S VP Interest Holder) who so desires (and informs G4S hereof) to receive dividends in DKK instead of GBP.
Please note that you will continue to be able to have your G4S VP Interests converted into the underlying G4S shares even after completion of the Delisting from Nasdaq.
All other rights for G4S VP Interest Holders will remain unchanged. Your G4S VP Interests will continue to be registered in VP, and Danske Bank will continue to serve as G4S' custodian bank.
If you choose to retain your G4S VP Interests, you will similarly retain the same shareholder rights as you have previously enjoyed, i.e. the right to vote and receive dividends etc. by way of your custodian bank at the request of Danske Bank.
If you retain your G4S VP Interests, they will remain registered in VP Securities A/S.
The takeover offer is being made in respect of G4S shares only and not G4S VP Interests. As such, if you wish to accept the offer, you will need to convert your G4S VP Interests into G4S shares. The Delisting will not affect your ability to do so.
However, at the time, it was not possible for Danish shareholders to hold shares directly via CREST (now Euroclear UK), and a nominee structure was therefore put in place. Effectively, the G4S shares belonging to the Danish G4S shareholders were stored with HSBC, who in turn held them for Danske Bank who held them on behalf of the ultimate beneficial Danish shareholders (i.e. you). G4S VP Interests for shares owned by the ultimate beneficial shareholders were issued by Danske Bank and registered in VP Securities A/S.
Besides the historical practical reasons, this has also had the benefit of allowing you to hold G4S VP Interests without costs or fees, whereas the holding of foreign shares (e.g. G4S shares) will often result in fees to your custodian bank.
Allied Bidco’s offer became unconditional in all respects on 6 April 2021 and Allied Bidco now owns, or has received valid acceptances in respect of, more than 90 per cent. of the G4S shares to which the offer relates by nominal value and voting rights attaching to such shares. This entitles Allied Bidco to acquire compulsorily, on the same terms as the offer, all of the outstanding G4S shares in respect of which valid acceptances of the offer have not yet been received. On 13 April 2021, Allied Bidco announced that it was intending to proceed with such compulsory acquisition.
To ensure that the conversion of your G4S VP interests into the underlying G4S shares is processed ahead of the compulsory acquisition, you will need to ensure that you have given Danske Bank the relevant instructions by no later than 6pm (Copenhagen time) on Wednesday 19 May 2021. If you hold your G4S VP interests through another custodian bank, you should ensure that your custodian bank has given Danske Bank the relevant instructions before that date.
Once you have become the registered holder of the underlying G4S shares, you should proceed to accept the offer by 26 May 2021 (or such earlier date as may be provided by your custodian) in accordance with the acceptance procedure set out in paragraph 16 of Part II (Letter from Allied Bidco) of the Offer Document.
If you do not convert your G4S VP interests into the underlying G4S shares (as described above) before 6pm (Copenhagen time) on Wednesday 19 May 2021, the squeeze out consideration (less certain administrative costs) will be remitted to you in accordance with the Danish CSD rules on deregistration of securities in due course.
This deregistration is processed using a corporate action event in the Danish CSD system according to which the G4S VP interests cease to exist in the Danish CSD system in consideration for the remittance of the cash payment mentioned above to each registered holder of G4S VP interests. The Danish CSD will, upon instruction by Danske Bank (the Issuing Agent), provide information to the relevant G4S VP interest holders on the deregistration procedure no less than four weeks prior to the deregistration.