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G4S plc ArmorGroup International plc - ArmorGroup Offer Update
4 April 2008
Recommended cash offer for ArmorGroup International plc (“ArmorGroup”) by G4S
(March 2008) Limited (“Bidco”) (a wholly-owned subsidiary of G4S plc (“G4S”))
Further to the announcement made on 20 March 2008 of the recommended cash offer
for ArmorGroup by Bidco (the “Announcement”), G4S discloses, in accordance with
Rule 8.4 of the Code, that Bidco has obtained irrevocable undertakings from
Charles Russell Trustees (UK) Ltd (“Charles Russell Trustees”), acting as
trustees of Beese Family Trust, and from Charles Russell Trustees, acting as
trustees of the N Philp Trust, to accept, or to procure the acceptance of, the
Offer in respect of their beneficial ArmorGroup shareholdings totalling 287,731
and 768,448 ArmorGroup Shares, respectively.
As announced by ArmorGroup on 4 April 2008, Christopher Beese transferred
287,731 ArmorGroup Shares to Beese Family Trust on 3 April 2008. The irrevocable
undertaking obtained from Charles Russell Trustees, acting as trustees of Beese
Family Trust, is in respect of the entire number of ArmorGroup Shares
transferred to Beese Family Trust by Christopher Beese on 3 April 2008.
As also announced by ArmorGroup on 4 April 2008, Noel Philp transferred 768,448
ArmorGroup Shares to N Philp Trust on 3 April 2008. The irrevocable undertaking
obtained by Charles Russell Trustees, acting as trustees of N Philp Trust, is in
respect of the entire number of ArmorGroup Shares transferred to N Philp Trust
by Noel Philp on 3 April 2008.
The undertakings from the trustees of Beese Family Trust and the trustees of N
Philp Trust will continue to apply in the event that the Offer is implemented by
way of a scheme of arrangement. These undertakings will remain binding in the
event of a competing offer being made in relation to ArmorGroup unless the Offer
lapses or is withdrawn.
Consequentially, the irrevocable undertakings signed by Christopher Beese and
Noel Philp, as outlined in the Offer Document, are no longer binding, in so far
as they relate to the ArmorGroup Shares transferred. In all other respects they
remain in full force and effect.
Following today's announcement, Bidco continues to hold irrevocable undertakings
to accept the Offer in respect of 31,289,694 ArmorGroup Shares, representing
approximately 58.57 per cent. of ArmorGroup's existing issued share capital at
the date of this announcement and as outlined in the Offer Document.
Terms defined in the Announcement shall have the same meanings in this
announcement.
Enquiries:
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| G4S | Tel: +44 (0) 1293 554400 |
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| Debbie McGrath (Group Communications Director) | |
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| Helen Parris (Director of Investor Relations) | |
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Offer Update
| Source: G4S plc
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