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
Statement regarding GardaWorld offer
On 14 September G4S announced that the Board, following careful consideration together with its financial and legal advisors, had unanimously rejected GardaWorld’s proposal on the basis that it significantly undervalues the Company and its prospects and is not in the best interests of shareholders or other stakeholders.
- the timing of the Offer, during the global pandemic, is highly opportunistic;
- G4S is at a critical inflexion point in the execution of the Company’s corporate strategy and is now well placed to realise the benefits of the fundamental re-positioning of the Company, which has included:
- Significantly reshaping the G4S portfolio over recent years, exiting mature, sub-scale, lower margin and capital intensive businesses, re-deploying investment and focusing on growing its security and technology businesses in addition to extracting significant cost savings;
- Resolving a significant number of longstanding and material legacy liabilities and onerous contracts, and putting in place enhanced governance and controls to mitigate the risk of future liabilities and losses;
- The sale of G4S’s conventional cash business in
February 2020 which has strengthened G4S’s strategic, commercial and operational focus while providing additional strength to its balance sheet;
- the Company’s resilient performance in the first 8 months of 2020 provides confidence in the refreshed strategy and its continuing execution; and
- taking the above and other relevant factors into account, the Board believes that the Company is increasingly well placed to deliver growth, profitability and substantial free cash flow as it executes its strategy and delivers its vision of being the world’s leading global, integrated security company and the trusted partner of choice in the industry.
“The unsolicited 190p Offer launched today by GardaWorld is unchanged from the proposal that has already been carefully considered and unanimously rejected by the G4S Board as significantly undervaluing the Company and its prospects. Since rejecting GardaWorld’s last proposal, G4S has announced continuing resilience in its trading with underlying earnings ahead of the prior year for the first eight months of 2020.”
Shareholders are strongly advised to take absolutely no action in relation to the unattractive and opportunistic Offer.
A further announcement will be made in due course.
J.P. Morgan Cazenove
Important Notices
Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.G4S.com, by no later than 12 noon (
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