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.
COMPULSORY ACQUISITION OF G4S SHARES
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.
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:
- 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 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.
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.
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 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.