G4S plc
The Manor, Manor Royal,
Crawley, West Sussex,
RH10 9UN, UK.
Telephone: +44 (0)1293 554 400
Fax: +44 (0)1293 554 500
Email: info@g4s.com
www .g4s.com
FOR IMMEDIATE RELEASE
THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN,
INTO OR FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO
7 May 2008
Recommended cash offer
for
ArmorGroup International plc
by
G4S (March 2008) Limited
(a wholly-owned subsidiary of G4S plc)
Offer wholly unconditional
On 20 March 2008, the boards of G4S plc (“G4S”) and ArmorGroup International plc
(“ArmorGroup”) announced they had
reached agreement on the terms of a recommended cash offer to be made by G4S
(March 2008) Limited (“Bidco”), a wholly-owned
subsidiary of G4S, to acquire the entire issued and to be issued share capital
of ArmorGroup (the "Offer"). The Offer Document was
posted to ArmorGroup Shareholders on 31 March 2008 and, on 22 April 2008, Bidco
announced that the Offer had become
unconditional as to acceptances.
The board of Bidco announces that the Offer is now unconditional in all
respects. The Offer will remain open for acceptance until
further notice.
As at 1.00 pm (London time) on 6 May 2008 Bidco had received valid acceptances
of the Offer in respect of a total of 50,720,592
ArmorGroup Shares, representing approximately 94.93 per cent. of the existing
issued ordinary share capital of ArmorGroup, the
subject of the Offer. Bidco has received acceptances in respect of 1,231,049
ArmorGroup Shares (representing approximately 2.30
per cent. of ArmorGroup's existing issued ordinary share capital) which were
subject to irrevocable undertakings procured by Bidco
from the ArmorGroup Directors (and in the case of Noel Philp and Christopher
Beese MBE, from the trustees of their beneficially
held trusts). In addition, Bidco has received acceptances in respect of
30,058,645 ArmorGroup Shares (representing approximately
56.26 per cent. of ArmorGroup's existing issued ordinary share capital) which
were subject to irrevocable undertakings procured by
Bidco from certain other ArmorGroup Shareholders.
As Bidco has agreed to acquire issued ordinary share capital carrying 75 per
cent. of the voting rights attached to ArmorGroup
Shares, the board of Bidco confirms its intention, as soon as practicable and in
accordance with the terms of the Offer Document, to
procure the making of an application by ArmorGroup to the UKLA for the
cancellation of the listing on the Official List and of
admission to trading on the London Stock Exchange of ArmorGroup Shares. If this
cancellation occurs, it will significantly reduce
the liquidity and marketability of ArmorGroup Shares not assented to the Offer.
It is anticipated that the cancellation of the listing on
the Official List and of admission to trading on the London Stock Exchange of
the ArmorGroup Shares will take effect on a date (not
before 5 June 2008), which is at least 20 business days following the date of
this announcement. Following this, it is also intended
that ArmorGroup will be re-registered as a private company under the relevant
provisions of the Act.
Directors:
Alf Duch-Pedersen (Chairman)
Lord Condon QPM (Deputy Chairman)
Nick Buckles, (Chief Executive)
Trevor Dighton
Grahame Gibson
Mark Elliott
G4S plc Thorleif Krarup
Registered Office: Bo Lerenius
The Manor, Manor Royal, Crawley Mark Seligman
W est Sussex RH10 9UN Sir Malcolm Williamson
Registered in England No. 4992207 Secretary: Peter David
sufficient valid acceptances of of
the Offer,Bidco Bidco confirms that
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who have not accepted the Offer by that time.
Settlement of consideration due under the Offer in respect of valid acceptances
received on or before today's date will be despatched
by first class post (in the case of certificated holders) or credited to the
relevant CREST account (in the case of uncertificated holders)
on or before 21 May 2008. Settlement in respect of further valid acceptances
will be despatched within 14 days of receipt of such
acceptances.
Save as disclosed in this announcement, neither Bidco nor G4S, nor any person
acting in concert with Bidco and/or G4S, had an
interest in or had any rights to subscribe for any relevant securities of
ArmorGroup nor had any short position or any arrangement in
relation to any relevant securities of ArmorGroup. For these purposes,
"arrangement" includes any agreement to sell or any delivery
obligation or option arrangement or right to require another person to purchase
or take delivery of any relevant securities of
ArmorGroup and any borrowing or lending of any relevant securities of ArmorGroup
which have not been on-lent or sold and any
outstanding irrevocable undertaking with respect to any relevant securities of
ArmorGroup.
Further Acceptance
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer
Document and in the Form of Acceptance so as to be received as soon as possible.
Additional Forms of Acceptance are available
from Capita Registrars by telephoning 0871 664 0321 from within the UK (or from
outside the United Kingdom by telephoning +44
20 8639 3399) between 9.00 am and 5.00 pm (London time) Monday to Friday (except
UK public holidays). If ArmorGroup Shares
are held through CREST, acceptance should be made electronically so that the TTE
instruction settles as soon as possible.
Save where defined in this announcement, terms defined in the Offer Document
have the same meaning in this announcement.
Enquiries:
G4S Tel: +44 (0) 1293 554400
Debbie McGrath (Group Communications Director)
Helen Parris (Director of Investor Relations)
Greenhill (financial adviser to G4S) Tel: +44 (0)20 7198 7400
Simon Borrows
David Wyles
Ben Loomes
Bell Pottinger Corporate & Financial (PR adviser to Tel: +44 (0)20 7861 3030
G4S)
Stephen Benzikie
Olly Scott
About G4S plc
G4S is the world's leading international security solutions group, which
specialises in assessing current and future risks
and developing secure solutions to minimise their impact across a wide range of
geographic markets and business
sectors.
G4S is a major provider of risk management and major corporate customers
around
protection to governments and the
world and is an expert in all aspects of local and international secure
logistics.
G4S is the largest employer quoted on the London Stock Exchange and has a
secondary stock exchange listing in
Copenhagen. G4S has operations in over 110 countries and over 530,000 employees.
For more information on G4S,
visit www.g4s.com.
Greenhill, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for G4S and Bidco and no-one
else in connection with the Offer and will not be responsible to anyone other
than G4S or Bidco for providing the protections afforded to clients of Greenhill
nor for providing advice in relation to the Offer, the content of this
announcement, or any transaction, arrangement or matter referenced herein.
The G4S Directors and the Bidco Directors accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the G4S Directors and the Bidco Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or the solicitation of an offer to subscribe for or buy any
securities, nor shall there be any sale, issue or transfer of the securities
referred to in this announcement in any jurisdiction in contravention of any
applicable law. The Offer is being made solely by means of the Offer Document
and, in the case of certificated ArmorGroup Shares, the Form of Acceptance
accompanying the Offer Document.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the District of Columbia).
The securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended. The Offer in the United States is
made pursuant to an exemption from certain US tender offer rules provided by
Rule 14(d)-1(c) under the U.S. Exchange Act of 1934, as amended (the “Exchange
Act”), if available.
The availability of the Offer to ArmorGroup Shareholders who are citizens or
residents of jurisdictions outside the United Kingdom may be affected by the
laws of their relevant jurisdiction. Such persons should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdiction. If you remain in any doubt, you should consult your professional
adviser in the relevant jurisdiction without delay.
Any acceptance or other response to the Offer should be made only on the basis
of information referred to in the Offer Document.
Offer Update
| Source: G4S plc
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