Response to Publication of GardaWorld Offer Document London Stock Exchange:GFS

Response to Publication of GardaWorld Offer Document London Stock Exchange:GFS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

LEI: 549300L3KWKK8X35QR12

18 October 2020

Response to Publication of GardaWorld Offer Document

The Board of G4S plc (“G4S” or the “Company”) notes  GardaWorld Security Corporation (“GardaWorld”)’s announcement on 17 October 2020 (the “Announcement”) confirming that GardaWorld has posted a proposal doc containing the complete phrases and situations of its unsolicited supply to purchase the whole issued and to be issued share capital of G4S for 190 pence in money per share (the “Offer”), which follows GardaWorld’s announcement on 30 September 2020 pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”).

The phrases of the Offer stay unchanged from these contained in GardaWorld’s announcement on 30 September 2020, which the Board unanimously rejected on the idea that it considerably undervalues the Company and its prospects and isn’t in the very best pursuits of shareholders or different stakeholders.

When assessing the worth of G4S, what issues is the power of the Company’s present place, efficiency and its future prospects.

In rejecting the GardaWorld supply, the Board has taken a quantity of essential elements into consideration, together with the next:

  • G4S has been basically re-positioned and is a targeted, industry-leading international safety firm.
  • G4S operates in a market underpinned by sustainable long-term development dynamics and does so from a place of nice power with an unmatched market footprint, a useful international model and market main capabilities within the supply of built-in safety options.
  • G4S has a transparent and compelling technique and administration is delivering a powerful working and monetary efficiency as evidenced by the Company’s 9 month buying and selling replace revealed on 14 October 2020.
  • G4S has a powerful steadiness sheet that gives flexibility to ship its technique and supplies sturdy and dependable help for the G4S pension funds.
  • G4S has a clear set of strategic priorities:
    • Growth – proceed to drive natural development and speed up development in threat consulting and know-how options.
    • Profitability – concentrate on confirmed increased worth options to drive optimistic margin combine alongside additional efficiencies.
    • Deliver sturdy free money move.
  • The timing of GardaWorld’s Offer is very opportunistic, and the Offer continues to considerably undervalue the Company when assessed throughout a quantity of measures together with historic efficiency, buying and selling and transaction multiples and on basic and intrinsic worth.
  • GardaWorld is a really extremely leveraged enterprise that has grown by means of a string of acquisitions and which has incurred web losses of C$940 million over the previous three years. We consider that GardaWorld wants G4S so as to realise its aspirations. This shouldn’t be on the expense of G4S’s shareholders and different stakeholders.

The Board will likely be writing to shareholders in accordance with the Code throughout the subsequent 14 days with its formal response to the Offer, which is able to clarify intimately its causes for recommending that shareholders reject the Offer.

The Board recommends that shareholders reject the Offer and take completely no motion.

The GardaWorld Announcement and Offer doc can be found at https://www.g4s.com/investors/offer-and-possible-offer.

For additional enquiries, please contact:    
Helen Parris Director of Investor Relations +44 (0) 207 9633189
Media enquiries    
Sophie McMillan Head of Media +44 (0) 759 5523483
Press workplace   +44 (0) 207 9633333

G4S Financial Advisors
Citigroup Global Markets Limited
J.P. Morgan Cazenove
Lazard & Co., Limited
G4S Legal Advisers
Linklaters LLP
Media Advisers
Brunswick

Notes to Editors
G4S is the main international safety firm, specialising within the provision of safety companies and options to clients. Our mission is to create materials, sustainable worth for our clients and shareholders by being the provision companion of selection in all our markets.

G4S is quoted on the London Stock Exchange and has a secondary inventory change itemizing in Copenhagen. After taking account of the companies being bought within the yr, G4S is energetic in additional than 80 nations and has round 533,000 workers. For extra info on G4S, go to www.g4s.com.
Important Notices

Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulation Authority (”PRA”) and controlled within the UK by the Financial Conduct Authority (”FCA”) and the PRA, is performing completely for G4S and nobody else in reference to the issues set out on this announcement and won’t regard some other particular person as its shopper in relation to the issues on this announcement and won’t be accountable to anybody aside from G4S for offering the protections afforded to shoppers of Citi nor for offering recommendation in relation to any matter referred to herein.
J.P. Morgan Securities plc (which conducts its UK funding banking enterprise as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”) which is authorised within the United Kingdom by the PRA and controlled within the United Kingdom by the PRA and the FCA, is performing as monetary adviser completely for G4S plc and nobody else in reference to the issues set out on this announcement and won’t regard some other particular person as its shopper in relation to the issues set out on this announcement and won’t be accountable to anybody aside from G4S plc for offering the protections afforded to shoppers of J.P. Morgan Cazenove or its associates, nor for offering recommendation in relation to any matter referred to herein.
Lazard & Co., Limited, which is authorised and controlled within the United Kingdom by the Financial Conduct Authority, is performing completely as monetary adviser to G4S and nobody else in reference to the issues set out on this announcement and won’t be accountable to anybody aside from G4S for offering the protections afforded to shoppers of Lazard & Co., Limited nor for offering recommendation in relation to the issues set out on this announcement. Neither Lazard & Co., Limited nor any of its associates owes or accepts any obligation, legal responsibility or duty in any respect (whether or not direct or oblique, whether or not in contract, in tort, underneath statute or in any other case) to any one that is just not a shopper of Lazard & Co., Limited in reference to this announcement, any assertion contained herein or in any other case.
Disclosure Requirements

Under Rule 8.3(a) of the Code, any one that is enthusiastic about 1% or extra of any class of related securities of an offeree firm or of any securities change offeror (being any offeror aside from an offeror in respect of which it has been introduced that its supply is, or is probably going to be, solely in money) should make an Opening Position Disclosure following the graduation of the supply interval and, if later, following the announcement wherein any securities change offeror is first recognized. An Opening Position Disclosure should comprise particulars of the particular person’s pursuits and brief positions in, and rights to subscribe for, any related securities of every of (i) the offeree firm and (ii) any securities change offeror(s). An Opening Position Disclosure by an individual to whom Rule 8.3(a) applies should be made by no later than 3.30 pm (London time) on the 10th enterprise day following the graduation of the supply interval and, if applicable, by no later than 3.30 pm (London time) on the 10th enterprise day following the announcement wherein any securities change offeror is first recognized. Relevant individuals who deal within the related securities of the offeree firm or of a securities change offeror prior to the deadline for making an Opening Position Disclosure should as an alternative make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any one that is, or turns into, enthusiastic about 1% or extra of any class of related securities of the offeree firm or of any securities change offeror should make a Dealing Disclosure if the particular person offers in any related securities of the offeree firm or of any securities change offeror. A Dealing Disclosure should comprise particulars of the dealing involved and of the particular person’s pursuits and brief positions in, and rights to subscribe for, any related securities of every of (i) the offeree firm and (ii) any securities change offeror(s), save to the extent that these particulars have beforehand been disclosed underneath Rule 8 of the Code. A Dealing Disclosure by an individual to whom Rule 8.3(b) applies should be made by no later than 3.30 pm (London time) on the enterprise day following the date of the related dealing.
If two or extra individuals act collectively pursuant to an settlement or understanding, whether or not formal or casual, to purchase or management an curiosity in related securities of an offeree firm or a securities change offeror, they are going to be deemed to be a single particular person for the aim of Rule 8.3 of the Code.
Opening Position Disclosures should even be made by the offeree firm and by any offeror and Dealing Disclosures should even be made by the offeree firm, by any offeror and by any individuals performing in live performance with any of them (see Rules 8.1, 8.2 and eight.4 of the Code).
Details of the offeree and offeror firms in respect of whose related securities Opening Position Disclosures and Dealing Disclosures should be made may be discovered within the Disclosure Table on the Takeover Panel’s web site at www.thetakeoverpanel.org.uk, together with particulars of the quantity of related securities in subject, when the supply interval commenced and when any offeror was first recognized. You ought to contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 in case you are in any doubt as to whether or not you might be required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a duplicate of this announcement will likely be obtainable at www.G4S.com, by no later than 12 midday (London time) on the enterprise day following this announcement. The content material of the web site referred to on this announcement is just not integrated into and doesn’t kind half of this announcement.

APPENDIX I
SOURCES OF INFORMATION AND BASES OF CALCULATION

  1. The reference to GardaWorld being a really extremely leveraged enterprise relies on:
    • GardaWorld’s pro-forma leverage ratio of 5.5x as at 31 January 2020, sourced from GardaWorld’s “Management’s Discussion and Analysis” for the yr ended 31 January 2020
      • Pro-forma leverage outlined as web debt divided by web earnings, plus: provision for earnings taxes, finance prices, unrealized loss (acquire) on spinoff devices, unrealised change loss (acquire) on translation of long-term debt, truthful worth of contingent consideration, run fee adjustment for enterprise acquisitions and particular gadgets
  2. The reference to GardaWorld having grown by means of a string of acquisitions is sourced from GardaWorld’s monetary statements, as follows:
    • Based on the Consolidated Interim Financial Statements for the interval ended July 31, 2020, GardaWorld acquired the shares of FAM International Logistic and WorldAware. GardaWorld additionally acquired the belongings of Critical Intervention Services, Trinity Armored Security, Titan Global LLC and Chief Protection.
    • Based on the Consolidated Financial Statements for the yr ended January 31, 2020, GardaWorld acquired the shares of six companies: Whelan entities, Ultimate Security, TAWS Security, Drum Cussac, Pacific Protection Services, Inc. and CPS Security Solutions, Inc. GardaWorld additionally acquired the belongings of three companies: CitiGlobal Inc., Stoic Company Limited and Pro-Tect Security Inc
    • Based on the Consolidated Financial Statements for the yr ended January 31, 2019, GardaWorld acquired all of the excellent shares of eight companies: URSA Group LLC, United American Security LLC, Microcom “M” inc., NYA Holding, VCS Investigation, Central Ashton inc., Alpha Security Company ltd and Bagg inc. and the belongings of seven different companies.
    • Based on the Consolidated Financial Statements for the yr ended January 31, 2018, GardaWorld acquired all of excellent shares of Agence de Securité Mirado Inc., Signalisation Routière du Québec Inc. and Primary Response Inc.
  3. The reference to GardaWorld’s web losses of C$940 million up to now three years is sourced from GardaWorld’s “Management’s Discussion and Analysis” for the yr ended 31 January 2020, and primarily based on the next:
    • 2018 web loss attributable to shareholders of C$178.7 million
    • 2019 web loss attributable to shareholders of C$336.7 million
    • 2020 web loss attributable to shareholders of C$425.7 million

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