TIDMGFS
RNS Number : 2159V
Allied Universal Security Srvcs LLC
13 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
13 April 2021
RECOMMED CASH OFFER
for
G4S PLC
by
ATLAS UK BIDCO LIMITED
(a newly incorporated entity that is indirectly controlled by
Allied Universal)
COMPULSORY ACQUISITION OF G4S SHARES
1. Introduction
On 6 April 2021, Atlas UK Bidco Limited ("Allied Bidco"), a
newly incorporated entity that is indirectly controlled by Allied
Universal Topco LLC, announced that its recommended cash offer (the
"Offer") for G4S plc ("G4S" or the "Company") had become
unconditional in all respects.
Allied Bidco is pleased to announce that as at 1.00 p.m. (London
time) on 12 April 2021, it had received valid acceptances under the
Offer in respect of a total of 1,410,398,516 G4S Shares
representing approximately 90.25 per cent. of the existing issued
ordinary share capital of G4S.
2. Compulsory acquisition
As Allied Bidco has now received acceptances under the Offer in
respect of, and/or otherwise acquired, not less than 90 per cent.
in value of the G4S Shares to which the Offer relates and of the
voting rights carried by those shares, Allied Bidco will exercise
its rights in accordance with sections 974 to 991 of the Act to
acquire compulsorily the remaining G4S Shares in respect of which
the Offer has not been accepted as contemplated by the Offer
Document.
Allied Bidco will shortly despatch formal compulsory acquisition
notices under sections 979 and 980 of the Act (the "Compulsory
Acquisition Notices") to G4S Shareholders who have not yet accepted
the Offer. These notices will set out Allied Bidco's intention to
apply the provisions of section 979 of the Act to acquire
compulsorily any remaining G4S Shares in respect of which the Offer
has not been accepted on the same terms as the Offer.
On the expiry of six weeks from the date of the Compulsory
Acquisition Notices, the G4S Shares held by those G4S Shareholders
who have not accepted the Offer will be acquired compulsorily by
Allied Bidco on the same terms as the Offer. The consideration to
which those G4S Shareholders will be entitled will be held by G4S
as trustee on behalf of those G4S Shareholders who have not
accepted the Offer.
3. Procedure for acceptance of the Offer
G4S Shareholders may still accept the Offer, which remains open
for acceptance until further notice. As mentioned below, 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 within 14 days of receipt of the valid acceptance, whereas
G4S Shareholders who have not accepted the Offer will be subject to
the compulsory acquisition process which is expected to take a
minimum of six weeks.
G4S Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible in accordance with the following
procedures:
(a) 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.
(b) 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.
(c) G4S ADR Holders who wish to participate in the Offer should contact their Depositary.
(d) 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 of the Offer Document and Parts D and E of Appendix 1
of the Offer Document. The Offer Document is available on Allied
Universal's website ( www.securityservicesthereforyou.com ) and on
G4S's website ( www.g4s.com/investors/offers ) . For the avoidance
of doubt, the contents of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement. Further copies of the Offer Document and the Form of
Acceptance may be obtained by contacting Link Group on 0371 664
0321.
4. Settlement
While the Offer remains open for acceptance, 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 within 14 days of the date of receipt of such acceptance
which is valid and complete in all respects.
Non-assenting G4S Shareholders who do not accept the Offer will
not receive payment until after compulsory acquisition has been
implemented.
5. Other
5.1 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 published by Allied Bidco
on 5 January 2021 (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 1,562,715,442 G4S Shares in issue as at
close of business in London on 12 April 2021.
G4S Shareholders with any questions relating to this
announcement or the completion and return of the Form of Acceptance
or the making of an Electronic Acceptance (as the case may be)
should telephone the Link Group on 0371 664 0321 or, if calling
from outside the United Kingdom, +44 (0) 371 664 0321. Calls are
charged at the standard geographic rate and will vary by provider.
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.
G4S has its primary listing on the London Stock Exchange (until
at least 5 May 2021) and has a secondary listing on the Nasdaq
exchange in Copenhagen. On 19 March 2021, Nasdaq approved the
removal from trading of G4S's shares from Nasdaq Copenhagen A/S ("
Nasdaq ") and official listing. The last day of trading on Nasdaq
will be 16 April 2021.
A copy of this announcement shall be made available on the
Allied Bidco website at
www.securityservicesthereforyou.com and on the G4S website at https://www.g4s.com/investors/allied-universal-offer .
Enquiries:
Allied Bidco / Allied Universal
Steve Jones, President and Chief Executive
c/o Teneo
Teneo, PR adviser to Allied Universal and Allied Bidco
Charles Armitstead + 44 7703 330 269
Matt Denham + 44 7825 735 596
Morgan Stanley, as Lead Financial Adviser to Allied Universal
and Allied Bidco
Henry Stewart / Laurence Hopkins / David Khayat
/ Duncan Williamson / Tom Perry +44 20 7425 8000
Credit Suisse, as Joint Financial Adviser to Allied Universal
and Allied Bidco
Raymond R. Raimondi, Jr. / Joe Hannon / Ben Deary +44 20 7888 8888
Moelis & Company, as Joint Financial Adviser to Allied
Universal and Allied Bidco
Jonathan Kaye +1 212 883 3800
Liam Beere
Cleary Gottlieb Steen & Hamilton LLP, Freshfields Bruckhaus
Deringer LLP and Kirkland & Ellis LLP are retained as legal
advisers to Allied Universal and Allied Bidco.
Important notices relating to financial advisers
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority ("PRA")
and regulated by the Financial Conduct Authority ("FCA") and the
PRA in the United Kingdom is acting exclusively as lead financial
adviser to Allied Universal and Allied Bidco and no one else in
connection with the matters set out in this announcement. In
connection with such matters, Morgan Stanley, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to
the contents of this announcement or any other matter referred to
herein.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as joint financial adviser exclusively
for Allied Universal and Allied Bidco and no one else in connection
with the matters set out in this announcement and will not be
responsible to any person other than Allied Universal and Allied
Bidco for providing the protections afforded to clients of Credit
Suisse, nor for providing advice in relation to the content of this
announcement or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with this announcement, any statement contained herein
or otherwise.
Moelis & Company LLC ("Moelis & Company") is acting
exclusively as joint financial adviser to Allied Universal and
Allied Bidco and no one else in connection with the matters set out
in this announcement. In connection with such matters, Moelis &
Company, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the contents of this announcement
or any other matter referred to herein.
In accordance with the City Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Morgan Stanley
and Credit Suisse and their respective affiliates will continue to
act as connected exempt principal trader in G4S Shares on the
London Stock Exchange. These purchases and activities by connected
exempt principal traders which are required to be made public in
the United Kingdom pursuant to the City Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise nor
shall there be any sale, issuance or transfer of securities of G4S
pursuant to the Offer in any jurisdiction in contravention of
applicable laws. The Offer is being implemented solely pursuant to
the terms of the Offer Document and, in respect of G4S Shares held
in certificated form, the Form of Acceptance, which, together,
contain the full terms and conditions of the Offer, including
details of how to accept the Offer. Any decision by G4S
Shareholders in respect of, or other response to, the Offer should
be made only on the basis of the information contained in the Offer
Document and, in respect of G4S Shares held in certificated form,
the Form of Acceptance. G4S Shareholders are advised to read the
Offer Document and the Form of Acceptance carefully because they
contain important information in relation to the Offer.
Information relating to G4S Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by G4S Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from G4S may be provided to Allied Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.11.
Additional information for US G4S Shareholders and G4S ADR
Holders
The Offer is being made to G4S Shareholders resident in the
United States in reliance on, and compliance with, Section 14(e) of
the US Exchange Act, and Regulation 14E thereunder, as a "Tier II"
tender offer (as set forth in Rule 14d-1(d) under the US Exchange
Act) and otherwise in accordance with the requirements of the City
Code. The Offer is being made in the United States by Allied Bidco
and no one else.
The Offer relates to the shares of a United Kingdom incorporated
company and is subject to United Kingdom disclosure and other
procedural requirements, which are different from certain United
States disclosure and procedural requirements.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from US payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
The Offer is being made in compliance with all applicable laws
and regulations, including, to the extent applicable, Section 14(e)
of the US Exchange Act and Regulation 14E thereunder as a "Tier II"
tender offer (as set forth in Rule 14d-1(d) under the US Exchange
Act) and otherwise in accordance with the requirements of the City
Code. In accordance with normal United Kingdom practice and
consistent with Rule 14e-5(b) under the US Exchange Act, Allied
Bidco, certain affiliated companies and their nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, shares in G4S other than pursuant to the Offer ,
during the period in which the Offer would remain open for
acceptance (or, if the Offer is implemented by way of a Scheme,
until the date on which the Scheme becomes effective, lapses or is
otherwise withdrawn). If such purchases or arrangements to purchase
were to be made, they would be made outside the United States
either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable
law, including, to the extent applicable, the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Certain financial information included in this announcement and
the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom, and may not be
comparable to financial information of United States companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of consideration by a US G4S Shareholder or a G4S
ADR Holder for the transfer of its G4S Shares or its G4S ADRs, as
applicable, pursuant to the Offer may be a taxable transaction for
United States federal income tax purposes and under applicable
United States state and local, as well as non-US and other, tax
laws. Each G4S Shareholder and G4S ADR Holder is urged to consult
their independent professional adviser immediately regarding the
tax consequences of the Offer , and acceptance of the Offer ,
applicable to them, including under applicable United States
federal, state and local, as well as non-US and other, tax
laws.
It may be difficult for US G4S Shareholders or G4S ADR Holders
to enforce their rights and claims arising out of the US federal
securities laws, since G4S is organised under the laws of England
and Wales, and some or all of its officers and directors are
residents of countries other than the United States. It may not be
possible to sue a non-US company or its directors, officers or
affiliates, in a non-US court for violations of US securities laws.
It may be difficult to compel a non-US company and its directors,
officers and affiliates to subject themselves to the jurisdiction
and judgment of a United States court.
Neither the US Securities and Exchange Commission nor any United
States state securities commission has approved or disapproved the
Offer , or passed upon the fairness of the Offer or passed upon the
adequacy or accuracy of this document. Any representation to the
contrary is a criminal offence in the United States.
Additional Information for Danish G4S Shareholders and G4S VP
Holders
This document does not constitute an offer document under Danish
securities laws and consequently is not required to be nor has been
filed with or approved by the Danish Financial Supervisory
Authority as this document has not been prepared in the context of
a public takeover offer in Denmark within the meaning of the Danish
Capital Markets Act or any executive orders issued pursuant
thereto.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements.
In particular, the ability of persons who are not resident in the
United Kingdom to accept the Offer or to execute and deliver the
Form of Acceptance, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Unless otherwise determined by Allied Universal or required by
the City Code, and permitted by applicable law and regulation, the
Offer is not being made available, directly or indirectly, in, into
or from a Restricted Jurisdiction or any other jurisdiction where
to do so would violate the laws in that jurisdiction and no person
may accept the Offer by any use, means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction including
the United States or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities. Accordingly, copies of this
announcement and any formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any other jurisdiction where to do so
would constitute a violation of the laws of that jurisdiction and
persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction or any other jurisdiction where to
do so would constitute a violation of the laws of that
jurisdiction.
The availability of the Offer to G4S Shareholders who are not
resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdictions.
Further details in relation to G4S Shareholders in overseas
jurisdictions are contained in the Offer Document.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference in the announcement), oral statements made regarding the
Offer, and other information published by Allied Universal or
Allied Bidco contains certain forward looking statements with
respect to the financial condition, results of operations and
businesses of Allied Universal and G4S and their respective groups,
and certain plans and objectives of Allied Universal with respect
to the Enlarged Group. All statements other than statements of
historical fact are, or may be deemed to be, forward looking
statements. Forward looking statements are statements of future
expectations which are prospective in nature and are not based on
historical facts, but rather on management's current expectations,
projections and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or
events to differ materially from those expressed or implied in
these statements. Forward looking statements include, among other
things, statements concerning the potential exposure of Allied
Universal, the Allied Universal Group, G4S and/or the G4S Group to
market risks and statements expressing management's expectations,
beliefs, estimates, forecasts, projections and assumptions,
including as to future potential cost savings, synergies, earnings,
cash flow, return on average capital employed, production,
divestitures and prospects. Often, but not always, these forward
looking statements are identified by their use of terms and phrases
such as "anticipate" or "does not anticipate", "believe",
"estimate", "forecast", "expect" or "does not expect", "is
expected", "is subject to", "goals", "intend", "objectives",
"outlook", "plan", "budget", "scheduled", "probably", "project",
"risks", "seek", "target" or variations of such words and phrases
and statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved.
There are a number of factors that could affect the future
operations of Allied Universal, the Allied Universal Group, G4S
and/or the G4S Group and that could cause results and developments
to differ materially from those expressed or implied in the forward
looking statements included in this announcement, including
(without limitation): (a) changes in demand for Allied Universal's
and/or G4S's products; (b) currency fluctuations; (c) loss of
market share and industry competition; (d) risks associated with
the identification of suitable properties, acquirors and targets,
and successful negotiation and completion of such transactions; (e)
changes in macroeconomic or trading conditions; (f) the impact of
COVID-19; and (g) changes in government and regulation including in
relation to health and safety. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward looking statements. Such forward looking statements
should therefore be construed in the light of such factors.
All forward looking statements contained in this announcement
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Although
Allied Universal and Allied Bidco believe that the expectations
reflected in such forward looking statements are reasonable, Allied
Universal, Allied Bidco and their respective associates, directors,
officers and advisers provide no representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this announcement will actually
occur. Readers should not place undue reliance on forward looking
statements.
Each forward looking statement speaks only as of the date of
this announcement. None of Allied Universal, Allied Bidco or the
Allied Universal Group undertakes any obligation, and expressly
disclaims any intention or obligation, to publicly update or revise
any forward looking statement as a result of new information,
future events or otherwise, except to the extent legally required
(including under the United Kingdom Listing Rules and the
Disclosure and Transparency Rules of the FCA). In light of these
risks, results could differ materially from those stated, implied
or inferred from the forward looking statements contained in this
announcement.
No forecasts or estimates
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this announcement
should be interpreted to mean that cash flow from operations, free
cash flow, earnings or earnings per share for Allied Universal,
Allied Bidco, G4S or the Enlarged Group, as appropriate, for the
current or future financial years would necessarily match or exceed
the respective historical published cash flow from operations, free
cash flow, earnings or earnings per share for Allied Universal,
Allied Bidco or G4S as appropriate or to mean that the Enlarged
Group's earnings in the first 12 months following the Offer, or in
any subsequent period, would necessarily match or be greater than
those of Allied Bidco or G4S for the relevant preceding financial
period or any other period.
Availability of hard copies
G4S Shareholders may request a hard copy of this announcement by
contacting Link Group on 0371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. 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 or by submitting a request in writing to Link
Group, Corporate Actions at 10th Floor, Central Square, 29
Wellington Street, Leeds LS1 4DL. If you have received this
announcement in electronic form, copies of this announcement and
any document or information incorporated by reference into this
announcement will not be provided unless such a request is
made.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or from an independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are located in the United
Kingdom or, if you are located outside the United Kingdom, from an
appropriately authorised independent financial adviser.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
This information is provided by RNS, the news service of the
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END
OUPBCGDSCDBDGBD
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