THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO
22 April 2008
Recommended cash offer
for
ArmorGroup International plc
by
G4S (March 2008) Limited
(a wholly-owned subsidiary of G4S plc)
Offer unconditional as to acceptances
On 20 March 2008, the boards of G4S plc (“G4S”) and ArmorGroup International plc
(“ArmorGroup”) announced they had reached agreement on the terms of a
recommended cash offer to be made by G4S (March 2008) Limited (“Bidco”), a
wholly-owned subsidiary of G4S, to acquire the entire issued and to be issued
share capital of ArmorGroup (the "Offer"). The Offer Document was posted to
ArmorGroup Shareholders on 31 March 2008.
The board of Bidco announces that the acceptance condition set out in paragraph
1(a) of Part A of Appendix I to the Offer Document has been satisfied and that
the Offer is now unconditional as to acceptances. The Offer is extended and will
remain open for acceptance until further notice.
The Offer is subject to a number of other conditions as set out in paragraphs
1(b)-(j) (inclusive) of Part A to Appendix I of the Offer Document, all of which
remain outstanding. In accordance with the Code, all conditions must be
fulfilled, or the Offer must lapse, on or before 12 May 2008, unless the Panel
consents to an extension.
Level of acceptances and interests
As at 1.00 pm (London time) on 21 April 2008 (the “First Closing Date”), Bidco
had received valid acceptances of the Offer in respect of a total of 49,752,337
ArmorGroup Shares, representing approximately 93.12 per cent. of the existing
issued ordinary share capital of ArmorGroup, the subject of the Offer.
Accordingly, the acceptance condition set out in paragraph 1(a) of Part A of
Appendix I to the Offer Document has been satisfied.
Bidco has received acceptances in respect of 1,231,049 ArmorGroup Shares
(representing approximately 2.30 per cent. of ArmorGroup's existing issued
ordinary share capital) which were subject to irrevocable undertakings procured
by Bidco from the ArmorGroup Directors (and in the case of Noel Philp and
Christopher Beese MBE, from the trustees of their beneficially held trusts).
In addition, Bidco has received acceptances in respect of 30,058,645 ArmorGroup
Shares (representing approximately 56.26 per cent. of ArmorGroup's existing
issued ordinary share capital) which were subject to irrevocable undertakings
procured by Bidco from certain ArmorGroup Shareholders.
Save as disclosed in this announcement, neither Bidco nor G4S, nor any person
acting in concert with Bidco and/or G4S, had an interest in or had any rights to
subscribe for any relevant securities of ArmorGroup nor had any short position
or any arrangement in relation to any relevant securities of ArmorGroup. For
these purposes, "arrangement" includes any agreement to sell or any delivery
obligation or option arrangement or right to require another person to purchase
or take delivery of any relevant securities of ArmorGroup and any borrowing or
lending of any relevant securities of ArmorGroup which have not been on-lent or
sold and any outstanding irrevocable undertaking with respect to any relevant
securities of ArmorGroup.
Further Acceptance
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible. Additional Forms of
Acceptance are available from Capita Registrars by telephoning 0871 664 0321
from within the UK (or from outside the United Kingdom by telephoning +44 20
8639 3399) between 9.00 am and 5.00 pm (London time) Monday to Friday (except UK
public holidays). If ArmorGroup Shares are held through CREST, acceptance should
be made electronically so that the TTE instruction settles as soon as possible.
Save where defined in this announcement, terms defined in the Offer Document
have the same meaning in this announcement.
Enquiries:
G4S Tel: +44 (0) 1293 554400
Debbie McGrath (Group Communications Director)
Helen Parris (Director of Investor Relations)
Greenhill (financial adviser toG4S) Tel: +44 (0)20 7198 4700
Simon Borrows
David Wyles
Ben Loomes
Bell Pottinger Corporate & Financial (PR adviser to G4S) Tel:
+44 (0)20 7861 3030
Stephen Benzikie
Olly Scott
About G4S plc
G4S is the world's leading international security solutions group, which
specialises in assessing current and future risks and developing secure
solutions to minimise their impact across a wide range of geographic markets and
business sectors.
G4S is a major provider of risk management and protection to governments and
major corporate customers around the world and is an expert in all aspects of
local and international secure logistics.
G4S is the largest employer quoted on the London Stock Exchange and has a
secondary stock exchange listing in Copenhagen. G4S has operations in over 110
countries and over 530,000 employees. For more information on G4S, visit
www.g4s.com.
Greenhill, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for G4S and Bidco and no-one
else in connection with the Offer and will not be responsible to anyone other
than G4S or Bidco for providing the protections afforded to clients of Greenhill
nor for providing advice in relation to the Offer, the content of this
announcement, or any transaction, arrangement or matter referenced herein.
The G4S Directors and the Bidco Directors accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the G4S Directors and the Bidco Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This Announcement is not intended to and does not constitute, or form any part
of, an offer to sell or the solicitation of an offer to subscribe for or buy any
securities, nor shall there be any sale, issue or transfer of the securities
referred to in this announcement in any jurisdiction in contravention of any
applicable law. The Offer is being made solely by means of the Offer Document
and, in the case of certificated ArmorGroup Shares, the Form of Acceptance
accompanying the Offer Document.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the District of Columbia).
The securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended. The Offer in the United States is
made pursuant to an exemption from certain US tender offer rules provided by
Rule 14(d)-1(c) under the U.S. Exchange Act of 1934, as amended (the “Exchange
Act”), if available.
The availability of the Offer to ArmorGroup Shareholders who are citizens or
residents of jurisdictions outside the United Kingdom may be affected by the
laws of their relevant jurisdiction. Such persons should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdiction. If you remain in any doubt, you should consult your professional
adviser in the relevant jurisdiction without delay.
Any acceptance or other response to the Offer should be made only on the basis
of information referred to in the Offer Document.
Offer Update
| Source: G4S plc
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