Offer from Allied Universal Unconditional as to Acceptances

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

16 March 2021

G4S plc (“G4S” or the “Company”)
Offer from Allied Universal Unconditional as to Acceptances

The Board of G4S notes the recent announcement by Allied Universal Topco LLC (“Allied Universal”) that it has received acceptances of 79.09% for the cash offer of 245 pence per G4S share (the “Final Allied Universal Offer”) made by Atlas UK Bidco Limited (“Allied Bidco”) and that the Final Allied Universal Offer has become unconditional as to acceptances. The Allied Universal announcement (the “Allied Announcement”) is available at www.g4s.com/investors/offers.

The Final Allied Universal Offer price of 245 pence per G4S share represents a premium of approximately 68% to the closing price of 146 pence per G4S share on 11 September 2020 (being the last business day before commencement of the offer period) and a premium of approximately 91% to the three-month volume weighted average closing price of 128 pence per G4S share on 11 September 2020.

Commenting, John Connolly, Chairman of the G4S Board, said:

“We are pleased that a very large proportion of shareholders have accepted Allied Universal’s final offer. The G4S board believes that the offer provides shareholders with an attractive premium, while securing the future success of G4S for employees, customers, pension scheme members and other stakeholders.

I would like to thank Ashley and his team together with all employees for the successful transformation of G4S in recent years, which has made this transaction possible and I would like to thank my fellow Board members for their excellent work. Finally, I would like to thank all of our shareholders for their strong support.”

Commenting, Ashley Almanza, Chief Executive Officer of G4S said:

The combination of G4S and Allied Universal creates the global leader in security with revenues of over $18billion, industry leading talent and expertise and unmatched market coverage. This unique combination will offer customers exceptional service and provides employees with an exciting future. 

I would like to thank the Board and our shareholders for their support and to thank colleagues across G4S for their outstanding contribution to the successful re-positioning of G4S that has made this transaction possible. My team and I look forward to working with Allied to support a successful integration of the two businesses.”

The G4S Directors unanimously recommend that those G4S shareholders, who have not already done so, accept the Final Allied Universal Offer. The Final Allied Universal Offer will remain open for acceptance until further notice.  At least 14 days' notice will be given by an announcement before the Final Allied Universal Offer is closed.

Allied Bidco has obtained substantially all of the required antitrust and regulatory approvals and foreign direct investment clearances in applicable jurisdictions and confirmed that, if any Conditions remain outstanding on the final date under the Code by which the Final Allied Universal Offer must become wholly unconditional or lapse, it intends to waive such Conditions.

Allied Bidco expects that the Final Allied Universal Offer will become wholly unconditional on 6 April 2021.

G4S Joint Lead Financial Advisers and Corporate Brokers
Citigroup Global Markets Limited
J.P. Morgan Cazenove


G4S Financial Advisers
Lazard & Co., Limited
Goldman Sachs International

G4S Legal Advisers
Linklaters LLP

Media Advisers
Brunswick

Notes to Editors
G4S is the leading global security company, specialising in the provision of security services and solutions to customers. Our mission is to create material, sustainable value for our customers and shareholders by being the supply partner of choice in all our markets.

G4S is quoted on the London Stock Exchange and has a secondary stock exchange listing in Copenhagen. After taking account of the businesses being sold in the year, G4S is active in more than 80 countries and has around 533,000 employees. For more information on G4S, visit www.g4s.com.

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 Final Allied Universal Offer or otherwise nor shall there be any sale, issuance or transfer of securities of G4S pursuant to the Final Allied Universal Offer in any jurisdiction in contravention of applicable laws.

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 dated 5 January 2021 shall also apply in this announcement.

If you have any questions as to how to accept the Final Allied Universal Offer, please telephone 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.

Important Notices
Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority (”PRA”) and regulated in the UK by the Financial Conduct Authority (”FCA”) and the PRA, is acting exclusively for G4S and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than G4S for providing the protections afforded to clients of Citi nor for providing advice in relation to any matter referred to herein.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting as financial adviser exclusively for G4S plc and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than G4S plc for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to G4S and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than G4S for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the matters set out in this announcement. Neither Lazard & Co., Limited nor any of its 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 Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

Goldman Sachs International (“Goldman Sachs”), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for G4S and no one else in connection with the matters set out in this announcement. Goldman Sachs will not be responsible to anyone other than G4S for providing the protections afforded to clients of Goldman Sachs nor for providing advice in relation to any matter referred to herein.

Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.g4s.com/investors/offers, by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

General
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.