9 May 2008
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.
Recommended Cash Offer
for
ArmorGroup International plc
by
G4S (March 2008) Limited
(a wholly-owned subsidiary of G4S plc)
Compulsory Acquisition of Outstanding ArmorGroup Shares
On 31 March 2008, G4S (March 2008) Limited (Bidco), a wholly-owned subsidiary of
G4S plc (G4S), posted an offer document (the Offer Document) to ArmorGroup
Shareholders in respect of the offer of 80 pence in cash for each ArmorGroup
Share (the Offer), which is being made by Bidco.
The Offer was declared unconditional in all respects on 7 May 2008. Bidco also
confirmed on that date that it intended to exercise its rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act 2006 (the Act) to
acquire compulsorily the remaining ArmorGroup Shares on the same terms as the
Offer, having received valid acceptances in respect of more than 90 per cent. of
the ArmorGroup Shares and voting rights to which the Offer relates.
The board of Bidco now announces that it has implemented the compulsory
acquisition procedure under the Act and has today posted formal notices under
section 979 of the Act to ArmorGroup Shareholders who have not yet accepted the
Offer. The transfer of ArmorGroup Shares in accordance with the compulsory
acquisition notices will take place on or around 20 June 2008 being 6 weeks from
the date of the compulsory acquisition notice.
The Offer will remain open for acceptance until further notice and ArmorGroup
Shareholders who wish to accept the Offer, and who have not yet done so, should
act in accordance with the instructions set out in the Offer Document dated 31
March 2008 and (in respect of ArmorGroup Shares held in certificated form) the
Form of Acceptances as soon as possible. Further copies of the Offer Document
and Forms of Acceptance are available to ArmorGroup Shareholders who are
entitled to receive these documents by calling Capita Registrars on 0871 664
0321 (or, from outside the United Kingdom, +44 20 8639 3399) between 9.00 a.m.
and 5.00 p.m. (London time), Monday to Friday (excluding UK public holidays).
Settlement of consideration due under the Offer in respect of valid acceptances
received on or before 7 May 2008 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 valid acceptances received after this date will be despatched within 14 days
of receipt of such acceptance.
As previously announced, Bidco has procured the making of an application by
ArmorGroup for the cancellation of admission of listing and admission to trading
of ArmorGroup Shares from the Official List of the UK Listing Authority and the
London Stock Exchange's market for listed securities which will take effect on 6
June 2008.
Certain terms used in this announcement are defined in the Offer Document.
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 G4S) Tel: +44
(0)20 7861 3030
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 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.
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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