DO NOT RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, IN OR ANY JURISDICTION WHERE TO DO IT CONSTITUTES A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
January 13, 2021
G4S plc (the company or G4S)
Allied universal offer: opinion of employee representatives
G4S announces that it has received an opinion from the G4S European Works Council on the effects of the offer from Atlas UK Bidco Limited, a newly incorporated entity indirectly controlled by Allied Universal Topco LLC, to acquire the entire issue and to be issued ordinary share capital of G4S.
G4S has posted the notice on its website at https://www.g4s.com/investors/offers in accordance with City Code Rule 25.9 on Takeovers and Mergers (the Coded).
For more information, please contact:
Helen Parris Director of Investor Relations +44 (0) 207 9633189
Sophie McMillan Media Officer +44 (0) 759 5523483
Press office +44 (0) 207 9633333
G4S Joint Lead Financial Advisers and Corporate Brokers
Citigroup Global Markers Limited
JP Morgan Cazenove
G4S Financial Advisors
Lazard & Co., Limited
Goldman Sachs International
G4S Legal Advisors
Citigroup Global Markets Limited (“Citi”), which is authorized by the Prudential Regulation Authority (PRA) and regulated in the UK by the Financial Conduct Authority (FCA) and the PRA, acts exclusively for G4S and no one else in relation 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 liable to anyone other than G4S for providing the protections afforded to Citi clients or for providing advice in relation to any matter mentioned herein.
JP Morgan Securities plc (which operates as an investment banking business in the UK as JP Morgan Cazenove) (“JP Morgan Cazenove”), which is licensed in the UK by the PRA and regulated in the UK by PRA and FCA, acts as financial advisor exclusively to 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 connection with the matters set out in this announcement and will not be liable to anyone other than G4S plc for providing the protections afforded to clients of JP Morgan Cazenove or its affiliates, or for providing advice with respect to any matter referred to herein.
Lazard & Co., Limited, which is authorized and regulated in the UK by the Financial Conduct Authority, acts exclusively as financial advisor to G4S and no one else in relation to the matters set out in this announcement and will not responsible for anyone other than G4S for providing the protections afforded to customers of Lazard & Co., Limited or for providing advice on the matters set out in this announcement. Neither Lazard & Co., Limited nor any of its affiliates shall or accept any duty, liability or liability of any kind (direct or indirect, whether by contract, in tort, under any law or otherwise) to any person who is not a customer of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.
Goldman Sachs International (Goldman Sachs), which is authorized in the UK by the PRA and regulated in the UK 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 Goldman Sachs clients or for providing advice with respect to any matter referred to herein.
Code Disclosure Requirements
Under Rule 8.3 (a) of the Code, any person who is interested in 1% or more of any class of relevant securities of a target company or any securities exchange offeror (being any offeror other than a offeror in respect of whom it has been announced that its offer is, or is likely to be, cash only) must make an open position statement after the start of the offer period and, if applicable , after the announcement of the identification of any initiator of a securities exchange. An open position disclosure must contain details of the interests of persons and short positions in, and rights to subscribe to, the relevant securities of each (i) of the target company and (ii) of any bidder. exchange of securities. A disclosure of an open position by a person to whom rule 8.3 (a) applies must be made no later than 3:30 p.m. (London time) on the 10th business day after the start of the offer period and, if applicable, no later than 3.30 p.m. pm (London time) on the 10th business day following the announcement in which any initiator of a securities exchange is identified for the first time. Relevant persons who trade the relevant securities of the target company or an offeror before the opening position disclosure deadline must instead make a trading disclosure.
Under Rule 8.3 (b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the target company or any offeror on a stock exchange must make a trading report. whether the person trades in all relevant securities of the target company or any offeror on the stock exchange. A Dealing Disclosure must contain details of the relevant transaction and of the interests of persons, short positions and subscription rights to all relevant securities of (i) the target company and (ii) of any securities exchange offeror. , except to the extent such details have already been disclosed under Rule 8. A transaction disclosure by a person to whom rule 8.3 (b) applies must be made no later than 3.30 p.m. (London time) the business day following the date of the relevant transaction.
If two or more persons act together in accordance with an agreement or arrangement, formal or informal, to acquire or control an interest in relevant securities of a target company or a public offering, they will be deemed to be one person. to this end. of rule 8.3.
Open position disclosures must also be made by the target firm and any offeror and trading disclosures should also be made by the target firm, any offeror and any person acting in concert with any of them. them (see rules 8.1, 8.2 and 8.4).
Information regarding the offering and offering companies in respect of which information relating to the opening position and trading of the securities must be provided can be found in the information table on the takeover website at http: //www.thetakeoverpanel.org.uk, including details of the number of relevant securities outstanding, when the offer period began and when an offeror was first identified. You should contact the Panels Market Watch Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an open position disclosure or a trading disclosure.
Publication on website
A copy of this announcement will be made available at www.g4s.com/investors/offers no later than 12:00 noon (London time) on the business day following such announcement. For the avoidance of doubt, the content on this website is not integrated and does not form part of this advertisement.
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