This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, South Africa, Australia, Japan
or any jurisdiction in which the same would be unlawful. This announcement is
not an offer of securities in the United States, Canada, South Africa,
Australia, Japan or any jurisdiction in which the same would be unlawful.
--------------------------------------------------------------------------------
| 13 May 2008 | |
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G4S plc ("G4S" or the "Company")
PLACING OF UP TO 127 MILLION SHARES
G4S plc ("G4S" or the "Company"), the international security solutions group,
today announces it is placing up to 127 million new ordinary shares (the
"Placing") representing approximately 9.9 per cent of G4S's issued ordinary
share capital immediately prior to the Placing.
The Placing will enable the Company to reduce borrowings incurred in connection
with G4S's recent acquisition spend and will increase its capacity to continue
to make further targeted, capability-building and bolt-on acquisitions in a
disciplined manner.
From 2005 to 2007 G4S successfully completed over 70 acquisitions in more than
45 countries with an aggregate consideration of £368 million. Since the end of
2007 G4S has announced or completed further acquisitions for an aggregate
consideration in excess of £500 million including the £355 million acquisition
of Global Solutions Limited ("GSL") which was completed on 9 May 2008.
As shown by today's results, organic growth continues to be a strong focus
within the business, however, the acceleration in the rate and size of
acquisition spend reflects the evolution of the Company's strategy as outlined
at the end of 2007. The Company continues to make focused and disciplined
acquisitions to consolidate its position in existing markets, to enter new
geographies and to build its capabilities and expertise to deliver security
solutions to its customers. Further strategic acquisitions, such as GSL and
ArmorGroup, are being made to complement existing services and add valuable
expertise to the Company, deepening its relationships with customers.
As a result of the increased scope and an improved climate for value creating
transactions, G4S expects to continue to commit additional capital to
acquisitive growth. G4S's potential pipeline of acquisitions is very strong,
with approximately 20 acquisitions currently in active contemplation, ranging in
value from around £5 million to £50 million and from very preliminary to
advanced stages of consideration. These opportunities are in keeping with
Company strategy, being primarily in faster growing new markets and also
including companies that will bring additional expertise to the Company's
portfolio. These acquisitions are expected to meet the Company's returns
criteria for acquisitions.
The Company will continue to review its portfolio on an on-going basis with a
view to disposing of any assets that no longer appear to be consistent with the
overall Company strategy.
The Placing will benefit shareholders of G4S by enabling the Company to:
• fulfil G4S's strategy to drive accelerated growth and development;
• continue to enhance its global reach, capabilities and expertise through
acquiring businesses, growing the senior management platform and by sharing best
practice across the Company;
• given the current market conditions, and significant opportunities available,
continue to grow the business through acquisitions at attractive valuations;
• comply with G4S' policy of maintaining sound financial ratios; and
• continue to deliver superior returns to shareholders, adding value through
development and active management.
Details of the placing
Deutsche Bank is acting as placing agent and sole bookrunner to the Placing
which will be carried out by means of an accelerated bookbuild commencing with
immediate effect.
The Placing is expected to close no later than close of business in London on 13
May 2008, and pricing and allocations are expected to be announced on the same
day. The timing of the closing of the Placing, pricing and allocations may be
accelerated by Deutsche Bank. The placing price (the “Placing Price”) in respect
of the new ordinary shares to be issued by the Company pursuant to the Placing
(the “Placing Shares”) will be determined at the close of the bookbuild process.
The Placing Shares will, when issued, be credited as fully paid and will rank
equally in all respects with the existing ordinary shares of 25 pence each in
the capital of the Company ("Ordinary Shares"), including the right to receive
all dividends and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares, except the
Placing Shares shall carry no rights to the dividend which is proposed to be
paid by the Company on 6 June 2008. Application will be made for the Placing
Shares to be admitted to the Official List maintained by the UK Listing
Authority and to be admitted to trading by the London Stock Exchange plc on its
market for listed securities (together, "Admission"). Application will also be
made to OMX The Nordic Exchange Copenhagen for such shares to be listed on that
exchange. In relation to the issue or transfer of the Placing Shares into the
Danish Securities Centre, VP, the amount of any UK stamp duty and/or stamp duty
reserve tax is required to be paid over to Deutsche Bank in addition to the
Placing Price.
Settlement for Placing Shares issued pursuant to the Placing, as well as
Admission, is expected to take place on 16 May 2008.
The Company, subject to certain exceptions, has agreed not to issue, offer,
sell, lend, mortgage, assign, contract to sell, pledge, charge, grant options
over or otherwise dispose of any shares or any security or financial product
whose value is determined by reference to the price of the shares, within 180
days from the date of this press release.
The Placing Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or under the laws of
any state of the United States and may not be offered, sold or transferred,
directly or indirectly, within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. In the United States, the
offering is being made only to a limited number of "qualified institutional
buyers" (as defined in Rule 144A of the Securities Act) in reliance on Rule 144A
under the Securities Act. This announcement does not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of, the
Placing Shares in any state in which such offer, solicitation or sale would be
unlawful. The Placing Shares have not been, and will not be, registered with any
regulatory authority of any state within the United States.
For further enquiries, please contact:
G4S plc:
Trevor Dighton - Group Financial Officer +44 (0) 1293 554400
Helen Parris - Director of Investor Relations
Deutsche Bank:
Toby Clark +44 (0) 207 5458000
Edward Law
Media enquiries:
Kevin Smith - Citigate Dewe Rogerson +44 (0) 7973 672649
Notes to Editors:
G4S is the world's leading international security solutions group. It
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 protection to governments and
major corporate customers around 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.
An investor and analyst conference call is taking place today at 08.30 (UK
time). The dial in number for the call is +44 (0) 207162 0025.
This announcement is for information only and does not constitute an offer or
invitation to underwrite, subscribe for or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction. No money, securities or
other consideration from any person inside the United States is being solicited
by this announcement and if sent in response to the information contained in
this announcement, will not be accepted. Past performance is no guide to future
performance. Persons needing advice should consult an independent financial
adviser.
This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, South Africa, Australia, Japan
or any jurisdiction in which the same would be unlawful. This announcement does
not constitute an offer to sell or issue, or the solicitation of an offer to buy
or subscribe for, securities in the United States, Canada, South Africa,
Australia or Japan or any jurisdiction in which such offer or solicitation is
unlawful and should not be relied upon in connection with any decision to
acquire Placing Shares or other securities in the capital of the Company. There
will be no public offer of Placing Shares in the United States, the United
Kingdom or elsewhere.
The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or Deutsche Bank that would permit an offering of the
Placing Shares or possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and Deutsche Bank
to inform themselves about, and to observe, any such restrictions.
This announcement is only addressed to and directed at persons in member states
of the European Economic Area ("EEA") who are "qualified investors" ("Qualified
Investors") within the meaning of Article 2(1)(e) of the EC Prospectus Directive
(Directive 2003/71/EC) (the "Prospectus Directive"). Any person in the EEA who
acquires any securities in the Placing or to whom any offer of securities is
made will be deemed to have acknowledged and agreed that they are such a
Qualified Investor.
In the case of any securities acquired by a financial intermediary as that term
is used in Article 3(2) of the Prospectus Directive, such financial intermediary
will also be deemed to have represented and warranted that the securities
acquired by it in the Placing have not been acquired on a non-discretionary
basis on behalf of, nor have they have been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member state of the
EEA which has implemented the Prospectus Directive to Qualified Investors or in
circumstances in which the prior consent of Deutsche Bank has been given to each
such proposed offer or resale.
The Company and Deutsche Bank and their respective affiliates, will rely upon
the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
Any investment decision to buy shares of Company must be made solely on the
basis of publicly available information regarding the Company. Such information
is not the responsibility of Deutsche Bank and has not been independently
verified by Deutsche Bank.
Certain statements in this announcement are forward-looking statements. Such
statements speak only as at the date of this announcement, are based on current
expectations and beliefs and, by their nature, are subject to a number of known
and unknown risks and uncertainties that could cause actual results and
performance to differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. The information contained
in this announcement is subject to change without notice and neither the Company
nor Deutsche Bank assume any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein.
This announcement has been issued by and is the sole responsibility of the
Company. Deutsche Bank and its affiliates and agents shall have no liability for
any information contained in it relating to the Company.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervising Authority) and regulated by the Financial
Services Authority for the conduct of UK business. Deutsche Bank AG, London
Branch is acting exclusively for the Company and no one else in connection with
the Placing and the other matters referred to in this announcement. Deutsche
Bank will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Deutsche Bank nor for providing advice in
connection with the Placing and the other matters referred to herein.
APPENDIX: TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE PERSONS
WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (B) ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMENDED ("FSMA"); AND (C) HAVE BEEN INVITED TO PARTICIPATE IN THE
PLACING BY DEUTSCHE BANK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THE ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT AND THIS APPENDIX DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE PLACING SHARES HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR UNDER THE LAWS OF ANY STATE OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF
ANY APPLICABLE STATE. IN THE UNITED STATES, THE OFFERING IS BEING MADE ONLY TO A
LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A
UNDER THE SECURITIES ACT. THE COMPANY HAS NOT AND DOES NOT INTEND TO REGISTER
ANY SECURITIES UNDER THE SECURITIES ACT AND DOES NOT INTEND TO OFFER ANY
SECURITIES TO THE PUBLIC IN THE US. NO MONEY, SECURITIES OR OTHER CONSIDERATION
FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY THIS ANNOUNCEMENT
AND IF SENT IN RESPONSE TO INFORMATION CONTAINED IN THIS ACCOUNCEMENT, WILL NOT
BE ACCEPTED.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING
OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE.
If a Placee indicates to Deutsche Bank that it wishes to participate in the
Placing by making an oral offer to acquire Placing Shares it will be deemed to
have read and understood this Appendix and the announcement of which it forms
part in their entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties, agreements and
acknowledgements, contained in this Appendix. In particular each such Placee
represents, warrants and acknowledges that it is a Relevant Person and
undertakes that it will acquire, hold, manage and dispose of any Placing Shares
that are allocated to it for the purposes of its business only. Further, each
such Placee represents, warrants and agrees that (a) if it is a financial
intermediary, as that term is used in Article 3(2) of the Prospectus Directive,
that the Placing Shares subscribed for and/or purchased by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in circumstances which
may give rise to an offer of securities to the public other than an offer or
resale in a member state of the EEA which has implemented the Prospectus
Directive to Qualified Investors, or in circumstances in which the prior consent
of Deutsche Bank has been given to each such proposed offer or resale; and (b)
it is outside the United States and is subscribing for the Placing Shares for
its own account or is purchasing the Placing Shares for an account with respect
to which it exercises sole investment discretion and that it (and any such
account) is outside the United States, within the meaning of Regulation S under
the Securities Act; or if it is not outside the United States, it is, or is
purchasing the Placing Shares for an account with respect to which it exercises
sole investment discretion and that it (and any such account) is a qualified
institutional buyer ("QIB") as such term is defined in Rule 144A under the
Securities Act and has duly executed an investor letter in the form provided to
it and has delivered the same to Deutsche Bank.
This Appendix and the announcement of which it forms part do not constitute an
offer to sell or issue or the invitation or solicitation of an offer to buy or
subscribe for Placing Shares in any jurisdiction including, without limitation
the United States, Canada, South Africa, Australia or Japan. This announcement
and the information contained herein is not for release, publication or
distribution, directly or indirectly, to persons in the United States, Canada,
South Africa, Australia or Japan or any jurisdiction in which the same is
unlawful.
In particular, the Placing Shares referred to in this Announcement have not been
and will not be registered under the Securities Act and may not be offered, sold
or transferred within the United States except pursuant to an exemption from, or
as part of a transaction not subject to, the registration requirements of the
Securities Act. Any offering to be made in the United States will be made to a
limited number of QIBs or to a non-US person (under Regulation S) in a
transaction exempt from registration under the Securities Act. The Placing
Shares are being offered and sold outside the United States in accordance with
Regulation S under the Securities Act. The Placing Shares have not been
approved or disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or other regulatory authority in the
United States, nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United States.
The distribution of this announcement and the placing of Placing Shares in
certain other jurisdictions may be restricted by law. No action has been taken
by Deutsche Bank or the Company that would permit an offer of the Placing Shares
or possession or distribution of this announcement or any other offering or
publicity material relating to the Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by Deutsche Bank and the Company to inform
themselves about and to observe any such restrictions.
Details of the Placing Agreement and the Placing Shares
Deutsche Bank has been appointed sole bookrunner to the Placing and Deutsche
Bank has been appointed as lead manager to the Placing. Deutsche Bank, entered
into a placing agreement (the "Placing Agreement") with the Company whereby it
has, on the terms and subject to the conditions set out therein, undertaken to
use all reasonable endeavours as agent of the Company to procure Placees to
subscribe for the Placing Shares.
The issue of the Placing Shares is to be effected by way of a cash box placing.
The Placing Shares will, when issued, be credited as fully paid and will rank
equally in all respects with the existing issued Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the Placing Shares,
except the Placing Shares shall carry no rights to the dividend which is
proposed to be paid by the Company on 6 June 2008. In this Appendix, unless the
context otherwise requires, "Placee" means a Relevant Person (including
individuals, funds or others) by whom or on whose behalf a commitment to
subscribe for Placing Shares has been given.
Application for listing and admission to trading
Application will be made for the Placing Shares to be admitted to the Official
List maintained by the UK Listing Authority and to be admitted to trading by the
London Stock Exchange plc on its market for listed securities (together,
"Admission"). It is expected that Admission will take place and that dealings
in the Placing Shares will commence no later than 16 May 2008. Application will
also be made to OMX The Nordic Exchange Copenhagen for such shares to be listed
on that exchange.
Bookbuilding
Commencing today, Deutsche Bank will be conducting the Bookbuilding to determine
demand for participation in the Placing. Deutsche Bank will seek to procure
Placees as part of this Bookbuilding. This Appendix gives details of the terms
and conditions of, and the mechanics of participation in, the Bookbuilding and
the Placing. No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Principal terms of the Bookbuilding
By participating in the Bookbuilding and the Placing, Placees will be deemed to
have read and understood this announcement and this Appendix in their entirety
and to be participating and making an offer for Placing Shares on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
Deutsche Bank is arranging the Placing as agent of the Company.
Deutsche Bank and its affiliates are entitled to enter bids as principal in the
Bookbuilding.
A person eligible to participate in the Placing should communicate its bid by
telephone to its usual sales contact at Deutsche Bank. Any bid should state the
number of Placing Shares for which the person wishes to subscribe or the total
monetary amount which it is offering to subscribe for Placing Shares.
Deutsche Bank reserves the right not to accept bids or to accept bids in part
rather than in whole. The acceptance of bids shall be at Deutsche Bank's
absolute discretion.
The Bookbuilding will establish a single price (the "Placing Price") payable to
Deutsche Bank by all Placees. Any discount to the market price of the Ordinary
Shares will be determined in accordance with the Listing Rules as published by
the Financial Services Authority pursuant to Part IV of FSMA.
The Placing is expected to close no later than close of business in London on 13
May 2008, and pricing and allocations are expected to be announced on the same
day.
If successful, each Placee's allocation will be confirmed to it orally by
Deutsche Bank following the close of the Bookbuilding, and a conditional
contract note will be dispatched as soon as possible thereafter. Oral
confirmation from Deutsche Bank to such Placee, following completion of the
Bookbuilding, will constitute a legally binding commitment upon such Placee to
subscribe for the number of Placing Shares allocated to it on the terms and
conditions set out in this Appendix and in accordance with the Company's
Memorandum and Articles of Association. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Deutsche Bank to pay to it
(or as it may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has agreed to
acquire.
The Company will make a further announcement following the close of the
Bookbuilding detailing the Placing Price and the number of Placing Shares to be
issued (the "Pricing Announcement"). It is expected that such announcement will
be made as soon as practicable after the close of the Bookbuilding.
A bid in the Bookbuilding will be made on the terms and conditions in this
Appendix and will be legally binding on the Placee by which, or on behalf of
which, it is made and will not be capable of variation or revocation after the
close of the Bookbuilding.
All obligations under the Placing will be subject to the fulfilment of the
conditions referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional on the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.
Deutsche Bank's obligations under the Placing Agreement are conditional on,
inter alia:
Admission occurring not later than 8.00am on 16 May 2008 (or such other time
and/or date as the Company and Deutsche Bank may agree);
the warranties contained in the Placing Agreement (the "Warranties") being true
and accurate and not misleading when made or if repeated by reference to the
facts existing as at Admission;
to the extent material in the context of the Placing, the Company complying with
its obligations under the Placing Agreement to the extent the same fall to be
performed prior to Admission; and
the Terms of Sale having been executed by the Company and Deutsche Bank, prior
to Admission and the publication of the Placing Results Announcement through a
Regulatory Information Service.
If the conditions in the Placing Agreement, including those described above, are
not fulfilled or (where applicable) waived by Deutsche Bank in accordance with
the Placing Agreement within the relevant time period or such later time and/or
date as Deutsche Bank may agree, the Placing will lapse and a Placee's rights
and obligations hereunder shall cease and determine at such time and no claim
can be made by or on behalf of any Placee in respect thereof.
By participating in the Bookbuilding and Placing, each Placee agrees that its
rights hereunder are conditional upon the Placing Agreement becoming
unconditional in all respects and that its rights and obligations will terminate
only in the circumstances described above and will not be capable of rescission
or termination by it after oral confirmation by Deutsche Bank following the
close of the Bookbuilding. Deutsche Bank may in its absolute discretion and upon
such terms as it thinks fit waive fulfilment of any of the conditions (in whole
or part) in the Placing Agreement or extend the time provided for fulfilment of
any such conditions. Deutsche Bank reserves the right to waive or to extend the
time and/or date for fulfilment of the relevant conditions of the Placing
Agreement. Any such extension or waiver will not affect Placees' commitments as
set out in this Appendix. Neither Deutsche Bank nor the Company shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision any of them may make as to
whether or not to waive or to extend the time and/or date for the fulfilment of
any condition in the Placing Agreement.
By participating in the Placing each Placee agrees that the exercise by the
Company or Deutsche Bank of any right or other discretion under the Placing
Agreement shall be within the absolute discretion of the Company and Deutsche
Bank (as the case may be) and that neither the Company nor Deutsche Bank need
make any reference to such Placee and that neither the Company nor Deutsche Bank
shall have any liability to such Placee (or to any other person whether acting
on behalf of a Placee or otherwise) whatsoever in connection with any such
exercise.
Right to terminate under the Placing Agreement
Deutsche Bank may at any time before Admission terminate the Placing Agreement
if (and in summary) (i) it is of the opinion that there has been a material
adverse change in or affecting the operations, financial or other conditions,
trading position or results of operations of G4S and its subsidiaries, (ii) it
becomes aware that G4S is in breach of any of its obligations under the Placing
Agreement, (iii) it becomes aware that any of the warranties given by the
Company under the Placing Agreement are, or would be, unturue, inaccurate,
incorrect or misleading, or (iv) that a "force majeure" event as specified in
the Placing Agreement has occurred, in each case, which would in its opinion be
likely to materially prejudice the success of the Placing. If Deutsche Bank's
obligations under the Placing Agreement are terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the Placing as
described in this announcement (including this Appendix) shall cease and
determine at such time and no claim can be made by any Placee in respect
thereof. By participating in the Placing, each Placee agrees with Deutsche Bank
that the exercise by Deutsche Bank of this right of termination shall be within
its absolute discretion and that it need make no reference to any Placee and
shall have no liability to any Placee whatsoever in connection with any such
exercise.
No Prospectus
No prospectus has been or will be submitted to be approved by the FSA in
relation to the Placing Shares and the Placees' commitments will be made solely
on the basis of the information contained in this announcement. Each Placee, by
accepting a participation in the Placing, agrees that the contents of this
announcement are exclusively the responsibility of the Company, confirms that it
has neither received nor relied on any other information, representation,
warranty or statement made by or on behalf of Deutsche Bank, or the Company or
any other person, and that neither of Deutsche Bank, nor the Company nor any
other person will be liable for any Placee's decision to participate in the
Placing based on any such information, representation, warranty or statement.
Each Placee acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in accepting a
participation in the Placing and with respect to the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Deutsche Bank and
the Company reserve the right to require settlement for and delivery of the
Placing Shares to Placees by such other means that they deem necessary if
delivery or settlement is not possible within the CREST system within the
timetable set out in this announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Each Placee allocated any Placing Shares in the Placing will be sent a
conditional contract note confirming the contract concluded upon acceptance of
such Placee's earlier oral offer and also confirming the number of Placing
Shares allocated to it, the Placing Price and the aggregate amount owed by such
Placee to Deutsche Bank. Settlement will be on a T+3 basis and settlement is
therefore expected to take place on 16 May 2008. Interest is chargeable daily on
payments to the extent that value is received after the due date from Placees at
the rate of 2 percentage points above prevailing LIBOR. Each Placee is deemed to
agree that if it does not comply with these obligations, Deutsche Bank may sell
any or all of the Placing Shares allocated to it on its behalf and retain from
the proceeds, for its own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. By communicating a bid for
Placing Shares, each Placee confers on Deutsche Bank all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm all
actions which Deutsche Bank lawfully takes in pursuance of such sale.
The relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which may arise upon
any transaction in the Placing Shares on such Placee' s behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the conditional contract note is copied and delivered
immediately to the relevant person within that organisation. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations and Warranties
By participating in the Placing, each prospective Placee (and any person acting
on such Placee's behalf):
represents and warrants that it has read this Appendix and the announcement of
which it forms part in their entirety and undertakes not to redistribute them;
represents and warrants that the only information upon which it has relied in
committing itself to subscribe for the Placing Shares is that contained in this
announcement, for which Deutsche Bank does not accept any responsibility, such
information being all that it deems necessary to make an investment decision,
and confirms that it has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the Company or
Deutsche Bank and acknowledges that neither Deutsche Bank nor the Company will
be liable for any Placee's decision to commit itself to subscribe for Placing
Shares based on any other information, representation, warranty or statement.
Each Placee further represents and warrants that it has relied exclusively on
its own investigation of the business, financial or other position of the
Company in deciding to subscribe for Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation;
represents and warrants that if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has not (a) dealt in
the securities of the Company; (b) encouraged or required another person to deal
in the securities of the Company; or (c) disclosed such information to any
person, prior to the information being made generally available;
if the Placing Shares were offered to it in the United States, represents and
warrants that in making its investment decision, (i) it has relied on its own
examination of the Company and the terms of the Placing, including the merits
and risks involved, (ii) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on such information as is
publicly available, (iii) it has consulted its own independent advisors or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally and the US Employee Retirement Income Security Act of 1974, the US
Investment Company Act of 1940, as amended and the Securities Act and (iv) it
has received all information that it believes is necessary or appropriate in
order to make an investment decision in respect of the Company and the Placing
Shares;
acknowledges that the Placing Shares are being offered and sold to it in a
transaction not involving any public offering in the United States within the
meaning of the Securities Act, and represents and warrants that it is either (i)
a QIB and it has duly executed an investor letter in the form provided to it by
Deutsche Bank, or (ii) purchasing the Placing Shares in an 'offshore
transaction' in accordance with Regulation S under the Securities Act, and if
it is a QIB, (i) it is subscribing for the Placing Shares for its own account,
or for one or more accounts as to each of which it exercises sole investment
discretion and each of which accounts is a QIB, for investment purposes, and not
with a view to any distribution or for resale in connection with the
distribution thereof, in whole or in part, in the United States and (ii) it has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of its investment in the Placing Shares, and
it and any accounts for which it is subscribing Placing Shares (i) are each able
to bear the economic risk of its or their investment in the Placing Shares, (ii)
will not look to the Company or Deutsche Bank for all or part of any such loss
or losses it or they may suffer, (iii) are able to sustain a complete loss on
its or their investment in the Placing Shares, (iv) have no need for liquidity
with respect to its or their investment in the Placing Shares and (v) have no
reason to anticipate any change in its or their circumstances, financial or
otherwise, which may cause or require any sale or distribution by it or them of
all or any part of the Placing Shares;
acknowledges that the Placing Shares have not been and will not be registered
under the Securities Act or with any State or other jurisdiction of the United
States, nor approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or any other
United States regulatory authority, and agrees not to reoffer, resell, pledge or
otherwise transfer the Placing Shares except (i) outside the United States in
offshore transactions in accordance with Regulation S under the Securities Act,
(ii) in the United States to QIBs pursuant to Rule 144A under the Securities
Act, or (iii) pursuant to Rule 144 under the Securities Act, and in any case in
compliance with all applicable laws and further agrees to notify any transferee
to whom it subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer;
if it is a Placee in the United States, acknowledges that no representation has
been made as to the availability of Rule 144 or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
represents and warrants that so long as the Placing Shares are "restricted
securities" within the meaning of Rule 144A(a)(3) under the Securities Act, it
will not deposit the Placing Shares into a depositary receipt facility
maintained by any depositary bank in respect of the Company's Ordinary Shares;
represents and warrants that it is not, and at the time the Placing Shares are
subscribed and purchased will not be, subscribing on behalf of a resident of
Australia, Canada, South Africa or Japan;
acknowledges that the Placing Shares have not been and will not be registered
under the securities legislation of Australia, Canada, South Africa or Japan
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within those
jurisdictions;
represents and warrants that it, and any person acting on its behalf, is
entitled to subscribe for and/or purchase Placing Shares under the laws of all
relevant jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees and other consents
which may be required thereunder and complied with all necessary formalities;
where it is subscribing for Placing Shares for one or more managed accounts,
represents and warrants that it is authorised in writing by each managed account
(i) to subscribe for the Placing Shares for each managed account, (ii) to make
on its behalf the representations, warranties, acknowledgements and agreements
in this Appendix and the announcement of which it forms part, and (iii) if a
QIB, to execute and deliver an investor letter relating to the Placing in the
form provided to it by Deutsche Bank on behalf of each managed account;
represents and warrants that the allocation, allotment, issue and delivery to
it, or the person specified by it for registration as holder, of Placing Shares
will not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that it is not
participating in the Placing as a nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
if it is in the United Kingdom, represents and warrants that it has complied
with its obligations in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money
Laundering Regulations 2003 (the "Regulations") and, if it is making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations;
represents and warrants that it and any person acting on its behalf falls within
section 86(7) of FSMA, being a qualified investor, and within Article 19(5)
and/or 49(2) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) and is otherwise a Relevant Person and
undertakes that it will acquire, hold, manage and dispose of any Placing Shares
that are allocated to it for the purposes of its business only;
if it is a financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, represents and warrants that the Placing Shares subscribed
for and/or purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in a member
state of the EEA which has implemented the Prospectus Directive to Qualified
Investors, or in circumstances in which the prior consent of Deutsche Bank has
been given to each such proposed offer or resale;
represents and warrants that it has not offered or sold and, prior to the expiry
of a period of six months from the commencement of trading of the Placing
Shares, will not offer or sell any Placing Shares to persons in the United
Kingdom except to qualified investors (as defined in section 86(7) of FSMA) or
otherwise in circumstances which have not resulted and which will not result in
an offer of transferable securities to the public in the United Kingdom within
the meaning of Section 85(1) of FSMA;
represents and warrants that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA prior to Admission except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive including any relevant implementing measures
in any member state.
represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of FSMA does not require approval of the communication by an
authorised person;
represents and warrants that it is not acting in concert (within the meaning
given in the City Code on Takeovers and Mergers) with any other Placee or any
other person in relation to the Company;
represents and warrants that it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
represents and warrants that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this participation
and to perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this announcement (including this Appendix);
undertakes that it will pay Deutsche Bank for the Placing Shares acquired by it
in accordance with the terms of this announcement (including this Appendix) on
the due time and date set out herein, failing which the relevant Placing Shares
may be sold to other persons at such price as Deutsche Bank may determine and
without liability to such Placee, and that it will remain liable for any
shortfall between the net proceeds of such sale and the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in this announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
acknowledges that participation in the Placing is on the basis that, for the
purposes of the Placing, it is not and will not be a client of Deutsche Bank and
that Deutsche Bank does not have any duties or responsibilities to it for
providing the protections afforded to its clients nor for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or the contents
of this Announcement;
undertakes that the person who it specifies for registration as holder of the
Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither Deutsche Bank the Company will be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of the Placee agrees to
subscribe on the basis that the Placing Shares will be allotted to the CREST
stock account of Deutsche Bank who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement instructions;
undertakes to pay any capital duty, stamp duty or stamp duty reserve tax and all
other stamp, issue, securities, transfer, registration, documentary or other
similar duties or taxes payable or otherwise required to be paid in respect of
the allotment, issue, delivery or transfer of the Placing Shares or any interest
therein to or by it, or the acquisition or disposal of, or in connection with
any agreement to subscribe or for the allotment, issue, delivery or transfer of,
the Placing Shares or any interest therein to it or by it pursuant to or as a
result of the arrangements contemplated by the Placing Agreement or this
Appendix or in connection with the issue, execution or delivery of the Placing
Agreement or this Appendix and any interest or penalties payable in respect
thereof and to indemnify (on an after tax basis) and hold harmless Deutsche
Bank, the Company and their respective agents to the extent that Deutsche Bank
and/or the Company pay or are or become liable to pay any amount in respect of
such duties and taxes. References in this paragraph 28 to Placing Shares include
any interest in, or rights to allotment of, or rights to subscribe for or
options to subscribe, Placing Shares. Deutsche Bank shall not be liable to pay
any amount pursuant to this paragraph 28;
acknowledges that any agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any Placee on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with any interest chargeable thereon) may be taken
by Deutsche Bank in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a recognised
stock exchange;
agrees that the Company, Deutsche Bank and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
undertakings which are given to Deutsche Bank on its own behalf and on behalf of
the Company and are irrevocable; and
agrees to indemnify and hold the Company and Deutsche Bank harmless from any and
all costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for any other
person) within the CREST system and registered in the name of such Placee or
such Placee's nominee provided that the Placing Shares are not issued to a
person whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any such person.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, including the issue or transfer of
the Placing Shares into the Danish Securities Centre, VP, or any arrangements
subsequently to transfer the Placing Shares, may give rise to UK stamp duty
and/or stamp duty reserve tax, for which neither the Company nor Deutsche Bank
will be responsible and the Placee to whom (or on behalf of whom, or in respect
of the person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay
such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Deutsche Bank in the event
that the Company and/or Deutsche Bank has incurred any such liability to UK
stamp duty or stamp duty reserve tax. In relation to the issue or transfer of
the Placing Shares into the Danish Securities Centre, VP, the amount of such
liability is required to be paid over to Deutsche Bank in addition to the
Placing Price.
Stamp, registration, documentary, transfer and similar taxes or duties payable
outside the UK will be the responsibility of the relevant Placee and the Placee,
or the Placee's nominee, in respect of whom (or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such non-UK
stamp, registration, documentary, transfer or similar taxes or duties undertakes
to pay such taxes and duties forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Deutsche Bank in the event that any of the
Company and/or Deutsche Bank has incurred any such liability to such taxes or
duties.
All times and dates in this announcement may be subject to amendment. Deutsche
Bank shall notify the Placees and any person acting on behalf of the Placees of
any changes.
Equity Issue
| Source: G4S plc
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