NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN OR INTO AUSTRALIA, CANADA,
JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
G4S plc ArmorGroup International plc - ArmorGroup Offer Update
25 March 2008
Recommended cash offer for ArmorGroup International plc by G4S (March 2008)
Limited (“Bidco”) (a wholly-owned subsidiary of G4S plc)
Further to the announcement made on 20 March 2008 of the recommended cash offer
for ArmorGroup International by Bidco (the “Announcement”), G4S and ArmorGroup
are pleased to disclose, in accordance with Rule 8.4 of the City Code, that they
have obtained an irrevocable undertaking from JH Whitney Investment Management
LLC (“JH Whitney”) to accept, or to procure the acceptance of, the Offer in
respect of their beneficial ArmorGroup shareholding totalling 2,961,803
ArmorGroup Shares, representing approximately 5.54 per cent. of ArmorGroup's
existing issued share capital at the date of this announcement.
Including the irrevocable undertakings obtained from JH Whitney, Bidco has now
received, in aggregate, irrevocable undertakings to accept the Offer in respect
of 31,289,694 ArmorGroup Shares representing approximately 58.58 per cent. of
ArmorGroup's existing issued share capital at the date of this announcement.
The undertaking provided by JH Whitney remains binding in the event of a
competing offer being made in relation to ArmorGroup unless the value of such
competing offer represents an improvement of 10 per cent. or more on the value
of the consideration offered under the Offer and where such competing offer has
been announced as a firm intention to make an offer in accordance with Rule 2.5
of the City Code and is not met with a higher revised offer by Bidco within
seven days of such offer being made. The undertaking will continue to apply in
the event that the Offer is implemented by way of scheme of arrangement. The
undertaking will cease to apply if the Offer Document is not posted within 14
days of the date of the Announcement.
Terms defined in the Announcement shall have the same meanings in this
announcement.
Enquiries:
--------------------------------------------------------------------------------
| G4S | Tel: +44 (0) 1293 554400 |
--------------------------------------------------------------------------------
| Debbie McGrath (Group Communications Director) | |
--------------------------------------------------------------------------------
| Helen Parris (Director of Investor Relations) | |
--------------------------------------------------------------------------------
