DANISH DELISTING FAQ 

1. what does A "delisting" ON NASDAQ entail?
For historical reasons, G4S has a primary listing on the London Stock Exchange and a secondary listing on Nasdaq. The Delisting will mean that G4S instruments will cease to be traded on Nasdaq. Following the Delisting, G4S will only be listed on the London Stock Exchange. 

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. 
 
2. Why is g4s requesting a delisting from NAsdaq?
With the end of the transition period and the effectuation of Brexit, the UK ceased to be a member state of the EU. After consultation with the Danish FSA, it has become increasingly likely that a continued listing on Nasdaq will require that G4S complies with both Danish and English rules and regulations. This will increase G4S' compliance costs significantly and make it cumbersome to have to navigate two different sets of rules which are often not compatible. 

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. 
 
3. when will the delisting take place? 
G4S' request to Delist was submitted to Nasdaq on 17 March 2021 and approved by Nasdaq on 19 March 2021. Therefore a four-week trading window is now open, at the end of which the Delisting will be completed. As such, the last day of trading will be b16 April 2021. 
4. What Is the London Stock Exchange? and Will G4s request a delisting from the London stock exchange too?

The London Stock Exchange is the primary stock exchange in the UK. As the UK is no longer a member state of the EU, the London Stock Exchange is no longer regulated by EU law. However, the UK has chosen to adopt and implement substantively all directly applicable EU laws relating to capital markets into national law. As such, the regulation of the London Stock Exchange and the protection of the investors is fully on a par with stock exchanges in the EU.

Currently G4S has no intention of requesting a delisting from the London Stock Exchange. However, attention is drawn to the bidder in the ongoing takeover process for G4S, which has made it clear in its offer document and subsequent announcements that, following the offer becoming unconditional in all respects, it will procure that G4S makes applications to cancel the listing of G4S shares and cancel trading in G4S shares on the London Stock Exchange’s main market. Further, following the offer becoming unconditional in all respects and subject to receiving acceptances in respect of at least 90% of the G4S shares in value and of the voting rights carried by those shares, the bidder intends to have the remaining outstanding shares compulsorily redeemed. 

However, G4S' decision to seek Delisting already now, is independent of the ongoing takeover process. 

The offer document and all other published information relating to the current takeover offer can be found here.

 
5. What does this mean for me? / What are my options?

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 
 
5.1. How do I sell my G4S VP Interests?  
You can still sell your G4S VP Interests as always, in the ordinary market at any time from now until the last day of trading i.e. 16 April 2021. In such case, your stockbroker, bank or financial adviser should be consulted. 
5.2. How do I convert my G4S VP Interests into G4S shares?   

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. 

 
5.3. What will be different for me if I do convert my G4S VP Interests into G4S shares?
If you decide to convert your G4S VP Interests into G4S shares, your shares will be registered to your name in Euroclear UK (the UK equivalent to VP Securities A/S). Please note that your custodian bank might charge a (yearly) fee for holding foreign shares for you.

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. 
 
6.What will change if i do nothing? 
You have the option of doing nothing and retain your G4S VP Interests. As G4S will cease to be listed on Nasdaq, you will after the completion of the Delisting not be able to sell your G4S VP Interests on Nasdaq (nor on the London Stock Exchange). As such, you will have an illiquid asset and will most likely need to convert your G4S VP Interests into G4S shares, if and when you wish to sell your G4S VP Interests. 

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. 
 
7.  if i do nothing, but later want to sell – can i DO THAT? 
As G4S will cease to be listed on Nasdaq, you will after the completion of the Delisting not be able to sell your G4S VP Interests on Nasdaq (nor on the London Stock Exchange). As such, you will have an illiquid asset and will most likely need to convert your G4S VP Interests into G4S shares, if and when you wish to sell your G4S VP Interests. 
8. When can i convert my g4s vp interests? 
You can convert your G4S VP Interests into G4S shares at any time, including after the completion of the Delisting. 
9. when can i sell my g4s vp interests? 
You can sell your G4S VP Interests on Nasdaq from now until the last day of trading, i.e. 16 April 2021. After the last day of trading and the completion of the Delisting, you will have an illiquid asset and will most likely need to convert your G4S VP Interests into G4S shares, if and when you wish to sell your G4S VP Interests. 
10. Where will my G4S shares and/or G4S VP Interests be registered after the delisting?  
If you convert your G4S VP Interests into G4S shares, your G4S shares will be registered to your name in Euroclear UK (the UK equivalent to VP Securities A/S).

If you retain your G4S VP Interests, they will remain registered in VP Securities A/S.  
 
11. is this related to the takeover offer?
G4S' decision to seek Delisting already now is independent of the ongoing takeover process. The board of directors' decision is based on two facts, (i) the difficulties and costs related to upholding a secondary listing within the EU after Brexit, and (ii) the very limited number of G4S VP Interest Holders who are trading G4S VP Interest(s) on Nasdaq. 
12. Does this influence my ability to accept the takeover offer?  

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. 

13. What are G4S VP Interests? 
G4S VP Interests are dematerialised instruments, which are part of G4S' Danish nominee-structure. Each G4S VP Interest corresponds directly to one underlying G4S share. As a G4S VP Interest Holder, you are an indirect shareholder of G4S, and Danske Bank is holding your G4S shares on behalf of you pursuant to a custodian agreement with HSBC UK.
14. Why do i have G4S VP Interests and not shares? 
G4S, as we know it today, was founded in 2004 by a combination of the English Securicor and the Danish Group 4 (demerged from Group 4 Falck). At the time of the combination, there was a large number of Danish shareholders, and as such, even though the continuing company following the merger was incorporate in England, it was decided to maintain a secondary listing on Nasdaq in Copenhagen. 

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. 
 
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