TIDMGFS
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
6 APRIL 2021
RECOMMED CASH OFFER
for
G4S PLC
by
ATLAS UK BIDCO LIMITED
(a newly incorporated entity that is indirectly controlled by Allied
Universal)
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS AND DELISTING
1. Introduction
On 8 December 2020 the boards of directors managing Allied Universal
Topco LLC ("Allied Universal") and of G4S plc ("G4S" or the "Company")
announced that they had reached agreement on the terms of a recommended
cash offer, to be made by Atlas UK Bidco Limited ("Allied Bidco"), a
newly incorporated entity that is indirectly controlled by Allied
Universal, to acquire the entire issued and to be issued share capital
of G4S (the "Offer"). The full terms of, and conditions to, the Offer
and the procedures for acceptance were set out in the offer document
dated 5 January 2021 (the "Offer Document") and in respect of G4S Shares
held in certificated form, the Form of Acceptance. On 16 March 2021,
Allied Bidco announced that the Offer had become unconditional as to
acceptances.
Allied Bidco is pleased to announce that all of the Conditions of its
Offer for G4S have now been satisfied or waived and, accordingly, the
Offer is now unconditional in all respects.
Steve Jones, President and Chief Executive of Allied Universal said:
"I am excited about what this unique and compelling combination can
deliver. I am delighted to welcome Ashley Almanza and G4S's senior
management team to Allied Universal. I look forward to working together
to ensure a seamless integration and to establishing a business that can
better serve its customers, create new opportunities for its employees
and lead the industry for the next generation."
Ashley Almanza, Chief Executive Officer of G4S said:
"I would like to thank G4S colleagues around the world for their
significant, collective contribution to the successful restructuring and
repositioning of G4S which has made it possible to combine two of the
best companies in the global security industry. This has produced an
excellent outcome for employees, customers and all of our key
stakeholders. My team and I look forward to working with Allied
Universal to support a successful integration of the two businesses."
2. Level of acceptances
As at 1.00 p.m. (London time) on 1 April 2021 (being the latest
practicable date prior to the release of this announcement), Allied
Bidco had received valid acceptances of the Offer in respect of a total
of 1,369,378,282 G4S Shares, representing approximately 88.25 per cent.
of the existing issued ordinary share capital of G4S.
3. Delisting, cancellation of trading and
re--registration
As the Offer is now unconditional in all respects and Allied Bidco has
by virtue of its acceptances of the Offer acquired, or agreed to acquire,
issued share capital carrying more than 75 per cent. of the voting
rights of G4S, Allied Bidco will now procure that G4S makes applications
to cancel the listing of G4S Shares on the Official List, to cancel
trading in G4S Shares on the London Stock Exchange's main market for
listed securities and to re-register G4S as a private limited company.
It is anticipated that the cancellation of the listing of G4S Shares on
the Official List and trading of G4S Shares on the London Stock
Exchange's main market for listed securities will take effect no earlier
than 5 May 2021.
As soon as possible after the delisting and cancellation of trading
occurs, it is intended that G4S will be re--registered as a private
company under the relevant provisions of the Act.
On 19 March 2021, Nasdaq Copenhagen A/S ("Nasdaq") approved the removal
from trading of the G4S VP Interests from Nasdaq and the official
listing. The last day of trading on Nasdaq will be 16 April 2021.
Delisting of the G4S Shares and the re-registration of G4S as a private
limited company will significantly reduce the liquidity and
marketability of any G4S Shares in respect of which the Offer has not
been accepted at that time, and the reporting and disclosure
requirements will be significantly reduced. Any remaining G4S
Shareholders will become minority shareholders in a majority controlled
private limited company and may therefore be unable to sell their G4S
Shares. There can be no certainty that G4S would pay any further
dividends or other distributions or that such minority G4S Shareholders
will again be offered an opportunity to sell their G4S Shares on terms
which are equivalent to or no less advantageous than those under the
Offer.
4. Compulsory Acquisition
As set out in paragraph 18 of Part II of the Offer Document, if Allied
Bidco receives acceptances under the Offer in respect of, and/or
otherwise acquires, both 90 per cent. or more in value of the G4S Shares
to which the Offer relates and 90 per cent. or more of the voting rights
carried by those shares, Allied Bidco intends to exercise its rights in
accordance with sections 974 to 991 of the Act to acquire compulsorily
the remaining G4S Shares on the same terms as the Offer.
5. Continuation of Offer and action to be taken
The Offer will remain open for acceptance until further notice. At
least 14 days' notice will be given by an announcement before the Offer
is closed.
G4S Shareholders who have not yet accepted the Offer are urged to do so
as soon as possible in accordance with the following procedures:
-- 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.
-- 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.
-- G4S ADR Holders who wish to participate in the Offer should contact their
Depositary.
-- 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 and Parts D and E of Appendix 1 of the Offer Document.
If you have any questions about the Offer or are in any doubt as to how
to complete the Form of Acceptance (if your G4S Shares are held in
certificated form), please contact Link Group on 0371 664 0321 (if
calling within the UK) or on +44 371 664 0321 (if calling from outside
the UK). 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.
6. Settlement
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 as follows: (i) in the case of acceptances which have
been received and are valid and complete in all respects on or before
the date of this announcement, within 14 days of the date of this
announcement; or (ii) in the case of further acceptances, within 14
days of the date of receipt of an acceptance which is valid and complete
in all respects.
7. Other
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 shall also apply in this announcement.
The percentages of G4S Shares referred to in this announcement are based
upon a figure of 1,551,594,436 G4S Shares in issue as at close of
business in London on 1 April 2021, being the latest practicable date
prior to the release of this announcement.
A copy of this announcement shall be made available on the Allied Bidco
website at www.securityservicesthereforyou.com and on the G4S website at
www.g4s.com/investors/offers.
For the avoidance of doubt, the content of the websites referred to in
this paragraph 7 is not incorporated into and, save for the information
specifically incorporated by reference into this announcement, does not
form part of this announcement.
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
+44 20 7425 8000
/ Duncan Williamson / Tom Perry
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
G4S
Helen Parris, Director of Investor Relations
+ 44 20 7963 3189
Media enquiries:
Sophie McMillan, Head of Media + 44 20 7963 3333
Brunswick, PR adviser to G4S
Charles Pretzlik / Jonathan Glass + 44 20 7404 5959
Citigroup Global Markets Limited, as Joint Lead Financial Adviser and
Corporate Broker to G4S
Andrew Seaton / Robert Way / William Morton
+ 44 20 7986 4000
J.P. Morgan Cazenove, as Joint Lead Financial Adviser and Corporate
Broker to G4S
Edmund Byers / Celia Murray / Richard Walsh
+ 44 20 7742 4000
Goldman Sachs, as Financial Adviser to G4S
Mark Sorrell / Jose Barreto + 44 (20 7774 1000
Lazard, as Financial Adviser to G4S
William Rucker / Nicholas Page + 44 20 7187 2000
Cleary Gottlieb Steen & Hamilton LLP, Freshfields Bruckhaus Deringer LLP
and Kirkland & Ellis LLP are retained as legal advisers to Allied
Universal and Allied Bidco.
Linklaters LLP is retained as legal adviser to G4S.
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.
Citigroup Global Markets Limited ("Citi"), which is authorised by the
PRA and regulated in the UK by the FCA and the PRA, is acting as joint
lead financial adviser for the Company and for no one else in connection
with the matters set out in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Citi nor for providing advice in
connection with the matters set out in this announcement. Neither Citi
nor any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with
the matters set out in this announcement or any other matter or
arrangement 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 joint lead financial
adviser exclusively for the Company 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 the
Company for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to the
matters set out in this announcement or any other matter or arrangement
referred to herein.
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 the Company as financial
adviser and no one else in connection with the matters set out in this
announcement. Goldman Sachs will not be responsible to anyone other than
the Company for providing the protections afforded to clients of Goldman
Sachs or for providing advice in connection with the matters set out in
this announcement or any other matter referred to in this document.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively as financial
adviser to the Company and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of
Lazard nor for providing advice in relation to the matters set out in
this announcement. Neither Lazard 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 in connection with the
matters set out in this announcement, any statement contained herein or
otherwise.
In accordance with the City Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, each of Morgan Stanley, Credit
Suisse, Citi, J.P. Morgan Cazenove, Goldman Sachs and Lazard 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, Allied Bidco or G4S 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 and G4S 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,
Allied Bidco and G4S believe that the expectations reflected in such
forward looking statements are reasonable, Allied Universal, Allied
Bidco, G4S 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, the Allied
Universal Group, G4S or the G4S 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.
Publication on website
A copy of this announcement and the documents required by Rule 26 of the
City Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, for inspection on Allied
Universal's website (https://www.securityservicesthereforyou.com/) and
on G4S's website (https://www.g4s.com/investors/offers) by no later than
12 noon (London time) on the Business Day following the date of this
announcement. 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.
G4S Shareholders may request a hard copy of this announcement by
contacting Link Group on 0371 664 0321 (if calling within the UK) or on
+44 371 664 0321 (if calling from outside the UK). 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 The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. 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.
(END) Dow Jones Newswires
April 06, 2021 02:00 ET (06:00 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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