G4S plc: Recommended Cash Offer for G4S by Allied Universal

G4S plc: Recommended Cash Offer for G4S by Allied Universal

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Published

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

*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*

*8 DECEMBER 2020*

*RECOMMENDED CASH OFFER*

*for *

*G4S PLC*

*by*

*ATLAS UK BIDCO LIMITED
a newly incorporated entity that is indirectly controlled by Allied Universal*

The boards of directors managing Allied Universal Topco LLC (“*Allied Universal*”) and of G4S plc (“*G4S*” or the “*Company*”) are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by Atlas UK Bidco Limited (“*Allied Bidco*”), a newly incorporated entity that is indirectly controlled by Allied Universal, to acquire the entire issued and to be issued share capital of G4S (the “*Offer*”).

*Summary*

§     Under the terms of the Offer, G4S Shareholders will be entitled to receive:

*245 pence in cash                                   for each G4S Share*

· The Offer values the entire issued and to be issued ordinary share capital of G4S at approximately £3.8 billion and represents a premium of:

· approximately 68 per cent. to the Closing Price of 146 pence per G4S Share on 11 September 2020 (being the last Business Day before commencement of the Offer Period);
· approximately 91 per cent. to the three-month volume weighted average closing price of 128 pence per G4S Share on 11 September 2020;
· approximately 11 per cent. to the highest Closing Price of 222 pence per G4S Share for the 52-week period ending 11 September 2020; and
· approximately 4 per cent. to the GardaWorld Offer of 235 pence per G4S Share.

· The G4S Directors, who have been so advised by Citi, J.P. Morgan Cazenove, Goldman Sachs and Lazard as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. Accordingly, the G4S Directors intend unanimously to recommend that G4S Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their own G4S Shares (representing approximately 0.21 per cent. of the issued ordinary share capital of G4S as of the close of business on 4 December 2020, being the latest practicable date before the date of this Announcement). In providing their financial advice, each of Citi, J.P. Morgan Cazenove, Goldman Sachs and Lazard have taken into account the commercial assessments of the G4S Directors.
· Allied Bidco has committed financing available to satisfy the full cash consideration payable to G4S Shareholders under the terms of the Offer.
· The combination of Allied Universal and G4S will create a world-leading integrated security business with revenues of approximately US$18 billion, a strong international platform and an extensive portfolio of blue-chip clients across the public and private sectors.
· Bringing together Allied Universal’s and G4S’s cutting-edge smart technology solutions and manned guarding businesses will create an Enlarged Group that is able to lead the industry shift towards integrated security services and provide a global one-stop shop for customers.
· Allied Bidco is pleased to confirm that it has cleared U.S. antitrust review, having received early termination of the applicable waiting period under the HSR Act on 13 November 2020. Allied Bidco is in the process of obtaining all other required antitrust and regulatory approvals and is confident all relevant approvals will be obtained in a timely fashion and in any event before the Offer is required to become unconditional in all respects under the City Code. The Offer is expected to close in the first quarter of 2021, subject to the satisfaction (or waiver, if permitted) of the Conditions set out in Appendix 1 to this Announcement.
· Allied Bidco is also delighted to confirm that it has entered into a Memorandum of Understanding with Allied Universal and the G4S UK Pension Trustee which sets out the parties’ intentions in relation to the future funding of the G4S UK Pension Scheme.
· The Enlarged Group will employ a global workforce of more than 750,000 people. Allied Bidco remains committed to investing heavily in employee training and development and to raising standards of professionalism in the security industry.

*Commenting on the Offer, Ashley Almanza, Chief Executive Officer of G4S said:*

"G4S has been transformed into a focused global leader in security services with market-leading solutions and a blue-chip customer base that is served by a dedicated and talented team of over 530,000 employees.  The combination of G4S and Allied Universal creates the global leader in security with over 750,000 employees, industry leading capabilities and unrivalled market coverage. This unique and compelling combination will offer customers exceptional service and provides employees with an exciting future.”

*Commenting on the Offer, John Connolly, Chairman of the G4S Board said:*

“Today, G4S is a global leader in security services. Under Ashley Almanza's leadership, the business has been fundamentally refocused and re-positioned to address long-term growth in security markets, with an unmatched market footprint, strong brand and industry-leading capabilities. The G4S Board is confident in the long-term prospects of the business and believes this offer represents an excellent opportunity to create a leading global security company, for shareholders to realise value for their investment at an attractive premium, while also ensuring the future success of G4S for employees, customers and other stakeholders. We are therefore unanimously recommending it to our shareholders.”

*Commenting on the Offer, Steve Jones, President and Chief Executive of Allied Universal said:*

“We are delighted that our offer of 245 pence per share has been recommended by the G4S Board. Our businesses know each other well, we share a similar culture and values and I am excited about what the combination of Allied Universal and G4S can deliver.

G4S has an excellent service offering, an enviable global customer portfolio and it is led by a highly experienced management team. We have been impressed by the recent transformation of G4S which alongside our successful acquisition track record, underpins our confidence of ensuring a seamless integration of the two businesses. Combined, we will have over 100 years of industry experience and a more extensive global network in terms of people, customers and capabilities. Together, we will be in a stronger position to deliver enhanced value for all stakeholders and address customers’ evolving security needs in an increasingly volatile and fast-changing world.”

*General*

· If, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is announced, declared, made, payable or paid in respect of the G4S Shares, Allied Bidco reserves the right to reduce the cash consideration under the terms of the Offer at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital. If Allied Bidco exercises this right or makes such a reduction in respect of a dividend or other distribution, G4S Shareholders will be entitled to receive and retain that dividend or other distribution. Any exercise by Allied Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Offer.
· The Offer will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in Appendix 1, to the certain further terms set out in Appendix 1, and to the full terms and conditions which will be set out in the Offer Document. The Conditions include the receipt of various approvals as further described in Part A of Appendix 1 to this Announcement.

*The full terms of the Offer will be set out in the Offer Document and the Form of Acceptance. Relevant documentation is expected to be sent (or made available on the Allied Universal website) to Eligible G4S Shareholders and, for information purposes, to persons with information rights and to participants in the G4S Share Schemes in due course. In deciding whether or not to accept the Offer in respect of their G4S Shares, G4S Shareholders should consider the information contained in, and the procedures described in, such documentation. This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance. Appendix 2 contains sources and bases of certain information contained in this summary and this Announcement. Appendix 3 **contains details of the irrevocable undertakings received by Allied Bidco. Appendix** 4 contains the definitions and certain terms used in this Announcement. *

*Copies of this Announcement will be made available on Allied Universal’s website (https://www.securityservicesthereforyou.com/) and on G4S’s website (https://www.g4s.com/investors/offer-and-possible-offer).*

*Enquiries:*
*Allied Bidco / Allied Universal
*Steve Jones, President and Chief Executive*
*c/o Teneo

*Teneo, PR adviser to Allied Universal and Allied Bidco*        
Charles Armitstead                                                                         + 44 7703 330 269
Matt Denham                                                                                  + 44 7825 735 596       

*Warburg Pincus LLC*
Julie Foster                                                                                       + 44 7471 992 907

*Morgan Stanley, as Lead Financial Adviser to Allied Universal and Allied Bidco                
*Henry Stewart / Laurence Hopkins / David Khayat                       +44 (0)20 7425 8000
/ Duncan Williamson / Tom Perry                                                 

*Credit Suisse, as Joint Financial Adviser to Allied Universal* *and Allied Bidco*
Raymond Raimondi / Joe Hannon / Ben Deary                            +44 (0)20 7888 8888

*Moelis & Company, as Joint Financial Adviser to Allied Universal and Allied Bidco*
Jonathan Kaye / Liam Beere                                                            +1 212 883 3800
*G4S
*Helen Parris, Director of Investor Relations                                   + 44 (0)20 7963 3189

Media enquiries:
Sophie McMillan, Head of Media                                                   + 44 (0)20 7963 3333

*Brunswick, PR adviser to G4S*
Charles Pretzlik / Jonathan Glass                                                  + 44 (0)20 7404 5959                                                                                                      
*Citigroup Global Markets Limited, as Joint Lead Financial Adviser and Corporate Broker to G4S*
Andrew Seaton / Robert Way / William Morton                             + 44 (0) 20 7986 4000                                                                                                        
*J.P. Morgan Cazenove, as Joint Lead Financial Adviser and Corporate Broker to G4S*
Edmund Byers / Celia Murray / Richard Walsh                             + 44 (0) 20 7742 4000

*Goldman Sachs, as Financial Adviser to G4S*
Mark Sorrell / Jose Barreto                                                            + 44 (0) 20 7774 1000

*Lazard, as Financial Adviser to G4S*
William Rucker / Nicholas Page                                                     + 44 (0) 20 7187 2000

Cleary Gottlieb Steen & Hamilton LLP, Freshfields Bruckhaus Deringer LLP and Kirkland & Ellis LLP are retained as legal advisers to Allied Universal and Allied Bidco.

Linklaters LLP is retained as legal adviser to G4S.

*Important notices relating to financial advisers*
Morgan Stanley & Co. International plc ("*Morgan Stanley*") which is authorised by the Prudential Regulation Authority (“*PRA*”) and regulated by the Financial Conduct Authority (“*FCA*”) and the PRA in the UK is acting exclusively as financial adviser to Allied Universal and Allied Bidco and no one else in connection with the matters set out in this Announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Credit Suisse International (“*Credit Suisse*”), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Allied Universal and Allied Bidco and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than Allied Universal and Allied Bidco for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.

Moelis & Company LLC ("*Moelis & Company*") is acting exclusively as financial adviser to Allied Universal and Allied Bidco and no one else in connection with the matters set out in this Announcement. In connection with such matters, Moelis, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Citigroup Global Markets Limited ("*Citi*"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting as joint lead financial adviser for the Company and for no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi nor for providing advice in connection with the matters set out in this Announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with the matters set out in this Announcement or any other matter or arrangement referred to herein.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) (“*J.P. Morgan Cazenove*”) which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting as joint lead financial adviser exclusively for the Company and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the matters set out in this Announcement or any other matter or arrangement referred to herein.

Goldman Sachs International (“*Goldman Sachs*”), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for the Company as financial adviser and no one else in connection with the matters set out in this Announcement. Goldman Sachs will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the matters set out in this Announcement or any other matter referred to in this document.

Lazard & Co., Limited (“*Lazard*”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to the Company and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this Announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the matters set out in this Announcement, any statement contained herein or otherwise.

In accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Morgan Stanley and its affiliates and Credit Suisse and its affiliates will continue to act as connected exempt principal trader in G4S Shares on the London Stock Exchange. These purchases and activities by connected exempt principal traders which are required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

*Further information*
This Announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of G4S pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be implemented solely pursuant to the terms of the Offer Document and the accompanying Form of Acceptance which will, together, contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.

G4S Shareholders are advised to read the Offer Document and the Form of Acceptance carefully when they become available because they will contain important information in relation to the Offer. Any decision by G4S Shareholders in respect of the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.

*Information relating to G4S Shareholders*
Please be aware that addresses, electronic addresses and certain other information provided by G4S Shareholders, persons with information rights and other relevant persons for the receipt of communications from G4S may be provided to Allied Bidco during the Offer Period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11.

*Overseas jurisdictions*
The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer or to execute and deliver the Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Allied Bidco or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Offer to G4S Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Further details in relation to G4S Shareholders in overseas jurisdictions will be contained in the Offer Document.

*Additional information for US G4S Shareholders and G4S ADR Holders*
The Offer will be made to G4S Shareholders resident in the United States in reliance on, and compliance with, Section 14(e) of the US Exchange Act, and Regulation 14E thereunder, as a “Tier II” tender offer (as set forth in Rule 14d-1(d) under the US Exchange Act) and otherwise in accordance with the requirements of the City Code. The Offer will be made in the United States by Allied Bidco and no one else.

The Offer relates to the shares of a UK incorporated company and is subject to UK disclosure and other procedural requirements, which are different from certain United States disclosure and procedural requirements.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant UK rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Offer will be made in compliance with all applicable laws and regulations, including, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder as a “Tier II” tender offer (as set forth in Rule 14d-1(d) under the US Exchange Act) and otherwise in accordance with the requirements of the City Code. In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, Allied Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in G4S other than pursuant to the Offer, during the period in which the Offer would remain open for acceptance (or, if the Offer is implemented by way of a Scheme, until the date on which the Scheme becomes effective, lapses or is otherwise withdrawn). If such purchases or arrangements to purchase were to be made they would be made outside the United States either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Certain financial information included in this Announcement and the Offer Document has been or will be prepared in accordance with accounting standards applicable in the UK, and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration by a US G4S Shareholder or a G4S ADR Holder for the transfer of its G4S Shares or its G4S ADRs, as applicable, pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as non-US and other, tax laws. Each G4S Shareholder and G4S ADR Holder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer, and acceptance of the Offer, applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US G4S Shareholders or G4S ADR Holders to enforce their rights and claims arising out of the US federal securities laws, since G4S is organised under the laws of England and Wales, and some or all of its officers and directors are residents of countries other than the United States. It may not be possible to sue a non-US company or its directors, officers or affiliates, in a non-US court for violations of US securities laws. It may be difficult to compel a non-US company or its directors, officers and affiliates to subject themselves to the jurisdiction and judgment of a US court. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

*Cautionary note regarding forward looking statements*
This Announcement (including information incorporated by reference in the Announcement), oral statements made regarding the Offer, and other information published by Allied Universal or Allied Bidco contains certain forward looking statements with respect to the financial condition, results of operations and businesses of Allied Universal and G4S and their respective groups, and certain plans and objectives of Allied Universal with respect to the Enlarged Group. All statements other than statements of historical fact are, or may be deemed to be, forward looking statements. Forward looking statements are statements of future expectations which are prospective in nature and are not based on historical facts, but rather on management’s current expectations, projections and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward looking statements include, among other things, statements concerning the potential exposure of Allied Universal, the Allied Universal Group, G4S and/or the G4S Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on average capital employed, production, divestitures and prospects. Often, but not always, these forward looking statements are identified by their use of terms and phrases such as “anticipate” or “does not anticipate”, “believe”, “estimate”, “forecast”, “expect” or “does not expect”, “is expected”, “is subject to”, “goals”, “intend”, “objectives”, “outlook”, “plan”, “budget”, “scheduled”, “probably”, “project”, “risks”, “seek”, “target”  or variations of such words and phrases and statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.

There are a number of factors that could affect the future operations of Allied Universal, the Allied Universal Group, G4S and/or the G4S Group and that could cause results and developments to differ materially from those expressed or implied in the forward looking statements included in this Announcement, including (without limitation): (a) changes in demand for Allied Universal’s and/or G4S’s products; (b) currency fluctuations; (c) loss of market share and industry competition; (d) risks associated with the identification of suitable properties, acquirors and targets, and successful negotiation and completion of such transactions; (e) changes in macroeconomic or trading conditions; (f) the impact of COVID-19; and (g) changes in government and regulation including in relation to health and safety. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors.

All forward looking statements contained in this Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Although Allied Universal and Allied Bidco believe that the expectations reflected in such forward looking statements are reasonable, Allied Universal, Allied Bidco and their respective associates, directors, officers and advisers provide no representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Readers should not place undue reliance on forward looking statements.

Each forward looking statement speaks only as of the date of this Announcement. None of Allied Universal, Allied Bidco or the Allied Universal Group undertakes any obligation, and expressly disclaims any intention or obligation, to publicly update or revise any forward looking statement as a result of new information, future events or otherwise, except to the extent legally required (including under the UK Listing Rules and the Disclosure and Transparency Rules of the FCA). In light of these risks, results could differ materially from those stated, implied or inferred from the forward looking statements contained in this Announcement.

*Rounding*
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.

*No forecasts or estimates*
No statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, free cash flow, earnings or earnings per share for Allied Universal, Allied Bidco, G4S or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the respective historical published cash flow from operations, free cash flow, earnings or earnings per share for Allied Universal, Allied Bidco or G4S as appropriate or to mean that the Enlarged Group’s earnings in the first 12 months following the Offer, or in any subsequent period, would necessarily match or be greater than those of Allied Bidco or G4S for the relevant preceding financial period or any other period.

*Disclosure requirements of the City Code*
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. 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 3.30 p.m., (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m., (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a dealing disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. 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. A dealing disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m., (London time) on the Business Day following the date of the relevant dealing.

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.

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 City 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 Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a dealing disclosure.

For the purpose of this section (Disclosure requirements of the City Code) and the following section (Publication on website and availability of hard copies) of this Announcement, “Business Day” means a day on which the London Stock Exchange is open for the transaction of business.

*Publication on website and availability of hard copies*
A copy of this Announcement and the documents required by Rule 26 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Allied Universal’s website (https://www.securityservicesthereforyou.com/) and on G4S’s website (https://www.g4s.com/investors/offer-and-possible-offer) by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

G4S Shareholders may request a hard copy of this Announcement by contacting Teneo on + 44 7703 330 269 or + 44 7825 735 596. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are located in the United Kingdom or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

*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*

*RECOMMENDED CASH OFFER*

*for*

*G4S PLC*

*by*

*ATLAS UK BIDCO LIMITED
a newly incorporated entity that is indirectly controlled by Allied Universal*

**1.**      **INTRODUCTION**

The boards of directors managing Allied Universal Topco LLC (“*Allied Universal*”) and of G4S plc (“*G4S*” or the “*Company*”) are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by Atlas UK Bidco Limited (“*Allied Bidco*”), a newly incorporated entity that is indirectly controlled by Allied Universal, to acquire the entire issued and to be issued share capital of G4S (the “*Offer*”).

**2.**      **THE OFFER**

Under the terms of the Offer, which will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in Appendix 1, to the certain further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Offer Document, G4S Shareholders will be entitled to receive:

*245 pence in cash                                   for each G4S Share*

The Offer values the entire issued and to be issued ordinary share capital of G4S at approximately £3.8 billion and represents a premium of:

· approximately 68 per cent. to the Closing Price of 146 pence per G4S Share on 11 September 2020 (being the last Business Day before commencement of the Offer Period);
· approximately 91 per cent. to the three-month volume weighted average closing price of 128 pence per G4S Share on 11 September 2020;
· approximately 11 per cent. to the highest Closing Price of 222 pence per G4S Share for the 52-week period ending 11 September 2020; and
· approximately 4 per cent. to the GardaWorld Offer of 235 pence per G4S Share

The Offer is expected to close in the first quarter of 2021, subject to satisfaction or (where applicable) waiver of the Conditions and certain further terms set out in Appendix 1 of this Announcement.

If, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is announced, declared, made, payable or paid in respect of the G4S Shares, Allied Bidco reserves the right to reduce the cash consideration under the terms of the Offer at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital. If Allied Bidco exercises this right or makes such a reduction in respect of a dividend or other distribution, G4S Shareholders will be entitled to receive and retain that dividend or other distribution. Any exercise by Allied Bidco of its rights referred to in this paragraph 2 shall be the subject of an announcement and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Offer.

**3.**      **RECOMMENDATION**

The G4S Directors, who have been so advised by Citi, J.P. Morgan Cazenove, Goldman Sachs and Lazard as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing their financial advice to the G4S Directors, each of Citi, J.P. Morgan Cazenove, Goldman Sachs and Lazard have taken into account the Board’s commercial assessments. Citi and Lazard are providing independent financial advice to the Board for the purposes of Rule 3 of the City Code.

Accordingly, the G4S Directors intend unanimously to recommend that G4S Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their own G4S Shares (representing approximately 0.21 per cent. of the issued ordinary share capital of G4S as of the close of business on 4 December 2020, being the latest practicable date before the date of this Announcement).

**4.**      **BACKGROUND TO AND REASONS FOR thE RECOMMENDATION**

Through significant portfolio action over recent years, G4S is today a focused global company with an unmatched footprint, delivering resilient operating and financial performance. The G4S Board and management have fundamentally repositioned G4S as an industry-leading global security company, operating from a position of strength in growing secure solutions markets, with an unmatched geographic presence, a strong global brand, market-leading operating capabilities and leading health and safety performance. Management has also resolved and settled a range of large complex legacy issues and onerous contract exposures, whilst implementing enhanced risk management controls and systems.

The G4S Board believes that G4S has a bright future as an independent company, as detailed in the circulars published by G4S on 29 October 2020, 25 November 2020 and on or around the date of this Announcement in response to the GardaWorld unsolicited Offer, and further demonstrated in G4S’s results, achieving year-on-year growth in earnings during the first nine months of 2020 while continuing to retain and win new contracts with an annual value of £2.5 billion.

However, following receipt of a conditional proposal from Allied Bidco at a price of “at least” 210 pence per share, the G4S Directors have engaged with Allied Bidco with the objective of establishing whether a superior proposal might be forthcoming which was capable of being recommended by the Board of G4S.

This engagement led to two further proposals being put forward by Allied Bidco, including on 2 December 2020 a proposal of 245 pence per share in cash which the Board of G4S, having taken appropriate financial and legal advice, determined it was willing to recommend. This has resulted in the Announcement today of the Offer by Allied Universal.

In assessing the terms of the Offer, the G4S Directors considered the all-cash nature of the consideration, which would provide G4S Shareholders with the opportunity to receive an immediate and certain value in cash.

In addition, the G4S Directors note the terms of the Offer represents a premium of:

· approximately 68 per cent. to the Closing Price of 146 pence per G4S Share on 11 September 2020 (being the last Business Day before commencement of the Offer Period);
· approximately 91 per cent. to the three-month volume weighted average closing price of 128 pence per G4S Share on 11 September 2020;
· approximately 11 per cent. to the highest Closing Price of 222 pence per G4S Share for the 52-week period ending 11 September 2020; and
· approximately 4 per cent. to the GardaWorld Offer of 235 pence per G4S Share.

The G4S Directors have considered the interests of its shareholders, employees, customers and wider stakeholders in reaching its decision. In common with G4S, Allied Universal has a long history in its home market, strong corporate values and a central focus on serving customers. G4S is also aware of Allied Universal’s track record of successfully integrating businesses and it therefore believes there is a strong strategic and cultural fit with G4S for its customers, employees and wider stakeholders. The G4S Board also notes the importance that Allied Bidco places on the skills and experience of G4S employees and their intention to fully safeguard the existing contractual and statutory employment rights of the employees and management of G4S, including regarding pensions, in accordance with applicable law.

**5.**      **BACKGROUND TO AND REASONS FOR THE OFFER**

Allied Bidco believes that G4S offers an exciting opportunity to acquire a well-established integrated security services company with a global brand and an impressive international client base spanning the public and private sectors.  There is clear and strong strategic rationale for the Offer. 

The combination of Allied Universal and G4S will create an integrated security business with a strong international platform. The combined business is expected to generate annual revenues of approximately US$18 billion and operate in around 85 countries. Through its strong customer relationships, scale and quality of service, Allied Bidco believes that the Enlarged Group will be ideally positioned to address customers’ evolving security needs in an increasingly volatile and fast-changing world. 

Allied Universal has acquired 70 businesses over the last nine years, growing its revenue base from US$12 million in 1996 to more than US$8 billion today. Allied Universal’s management has a long track record of successful business integration, organic growth and leading transformation programmes in response to an ever-changing operating landscape. Allied Bidco believes that the Enlarged Group will continue G4S’s momentum in transforming its business and be well-equipped to ensure that the two businesses are integrated seamlessly.  

Combining Allied Universal’s and G4S’s cutting-edge smart technology solutions and substantial manned guarding businesses will create a global one-stop shop for customers and a business that is ideally positioned to lead the industry shift towards integrated security services. Allied Bidco also believes that Allied Universal’s decades of experience in risk advisory and consulting, investigations, executive protection and emergency response will complement G4S’s corporate risk services to provide end-to-end security solutions.

Creating a combined global workforce of more than 750,000 people with a strong overlap in culture and values, Allied Bidco is committed to investing heavily in employee training and development and to continuing to raise the standards of professionalism within the security industry.

In order to maximise its future potential, Allied Bidco believes that G4S will be better suited to a private company environment. This would release G4S from the costs associated with being a listed company.  Further, with appropriate support, capital and assistance from Allied Bidco, G4S would be able to concentrate on addressing the ongoing industry shift towards electronic and technology-based services. 

Allied Bidco believes that the combination of Allied Universal and G4S – two well-established businesses with over 100 years of combined industry experience – will create a diversified global business capable of delivering enhanced value for employees, pensioners, customers and other stakeholders.

**6.**      **GardaWorld OFFER**

On 30 September 2020, Garda World Security Corporation (“*GardaWorld*”) announced, through its wholly-owned subsidiary Fleming Capital Securities, Inc (“*Fleming*”), an unsolicited offer for G4S at 190 pence per G4S Share (the “*GardaWorld Offer*”).  On 30 November 2020, Fleming extended the GardaWorld Offer to 1.00 p.m. (London time) on Wednesday 16 December 2020.  On 2 December 2020, Fleming revised the GardaWorld Offer to 235 pence per G4S Share and, subject to certain reservations, was expressed to be final and would not be increased. GardaWorld also announced that as at 1 December 2020 Fleming held or had received valid acceptances of the GardaWorld Offer in respect of a total of 26,842,623 G4S Shares, representing approximately 1.73 per cent. of G4S’s issued share capital.

*G4S Shareholders who have accepted the GardaWorld Offer are entitled to withdraw their acceptance pursuant to paragraph 5 of Section C of Part 2 of the GardaWorld offer document dated 17 October 2020, as amended by GardaWorld’s increased and final offer document dated 2 December 2020.*

Allied Bidco is pleased to announce its intention to make this Offer and to provide G4S Shareholders with the opportunity to consider a higher recommended alternative to the GardaWorld Offer.

**7.**      **Irrevocable undertakings**

Allied Bidco has received irrevocable undertakings from the G4S Directors to accept the Offer, and if the Offer is subsequently structured as a Scheme, to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the general meeting, in respect of 3,333,861 G4S Shares, representing approximately 0.21 per cent. of the existing issued ordinary share capital of G4S as of the close of business on 4 December 2020, being the latest practicable date before the date of this Announcement.

These undertakings will cease to be binding only if the Offer lapses or is withdrawn and remain binding in the event that a higher competing offer for G4S is made.

A list of G4S Directors who provided such irrevocable undertakings is set out in Appendix 3 of this Announcement.

**8.**      **INFORMATION ON Allied Universal AND **ALLIED BIDCO**

Allied Universal is North America’s leading security and facility services provider. With over 250,000 employees and offices located throughout the United States as well as internationally (Canada, Mexico and the United Kingdom), Allied Universal is responsible for protecting more than 50,000 client sites covering multiple specialty sectors such as higher education, healthcare, retail, commercial real estate, government and corporate campuses. Allied Universal’s services span manned guarding, innovative technology systems, risk and consulting, janitorial and staffing services, integration services and digital solutions and remote monitoring. A combination of successful organic and acquisition led growth has helped to increase annual revenues to over US$8 billion in 2020.  Allied Universal Topco LLC is the name of the legal entity that is the ultimate parent company of the Allied Universal Group, which operates under the business name Allied Universal Security Services.

Allied Universal is owned by funds controlled by Warburg Pincus LLC (“*Warburg Pincus*”), who indirectly hold a 43 per cent. interest, and a fund managed by a wholly-owned subsidiary of Caisse de dépôt et placement du Québec (“*CDPQ*”), which indirectly owns a 35.3 per cent. interest, and certain other investors, including an affiliate of the J. Safra Group.

Allied Bidco is a newly incorporated entity formed for the purposes of implementing the Offer. Allied Bidco is indirectly wholly-owned by Allied Universal Holdco, an entity which is managed and controlled by an indirect wholly-owned subsidiary of Allied Universal.

**9.**      **INFORMATION ON WARBURG PINCUS AND CDPQ**

Warburg Pincus LLC is a leading global private equity firm focused on growth investing. The firm has more than US$56 billion in private equity assets under management. Warburg Pincus’ active portfolio of more than 190 companies is highly diversified by stage, sector, and geography. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. Founded in 1966, Warburg Pincus has raised 19 private equity funds, which have invested more than US$86 billion in over 910 companies in more than 40 countries.

Warburg Pincus is not an offeror (or joint offeror with Allied Universal or Allied Bidco) for the purposes of the City Code.

CDPQ is one of the largest institutional fund managers in Canada. CDPQ is a legal person, without share capital or shareholders and was initially established in 1965 to manage the funds of the Québec Pension Plan, a public pension plan created by the Government of the Province of Québec. Today, CDPQ is a long-term institutional investor that manages the funds received from dozens of depositors, primarily comprised of public and para-public pension and insurance plans in the province of Québec, Canada. At 31 December 2019, CDPQ’s assets exceeded CAD 340 billion.

CDPQ is not an offeror (or joint offeror with Allied Universal or Allied Bidco) for the purposes of the City Code.

**10.**   **INFORMATION ON G4S**

G4S is a leading global security company, specialising in the provision of security services and solutions to customers around the world. G4S’s roots can be traced back over 100 years to 1901, when the guarding company Kjøbenhavn Frederiksberg Nattevagt was set up in Denmark.  Since then, G4S Group has expanded both organically and through acquisitions, culminating in the merger of Securicor and Group 4 Falck to create G4S in 2004. G4S’s mission is to create material, sustainable value for its customers and shareholders by being the security provider of choice in all its markets.

G4S is active in around 85 countries and has around 533,000 employees. During its financial year ended 31 December 2019, G4S’s current underlying operations generated approximately £7 billion of turnover and EBITDA of approximately £600 million.

G4S is quoted on the London Stock Exchange and has a secondary stock exchange listing in Copenhagen.  It is a member of the FTSE 250 index.

**11.**   **INTENTIONS WITH REGARD TO G4S’s BUSINESS, EMPLOYEES AND THE G4S PENSION SCHEME* *

Allied Bidco believes G4S represents an exciting opportunity to invest in a well-established integrated security services company with a global brand and a strong international client base spanning the public and private sectors. Following completion of the Offer, Allied Bidco expects the Enlarged Group will be able to grow its business in the US market, where G4S already has a presence, and to expand its operations in Europe and the emerging markets. 
Prior to this Announcement, Allied Bidco has been granted limited access to certain G4S information for the purposes of conducting limited high level confirmatory due diligence. However, because of applicable regulatory controls, the restrictions on physical meetings caused by COVID-19 and the constraints of a competitive public offer process, Allied Bidco has not had access to sufficient information to enable it to formulate detailed plans and therefore has not been able to fully assess the impact of the Offer on the G4S Group or the Allied Universal Group and their respective businesses or employees.
Following completion of the Offer, Allied Bidco therefore intends to work with G4S’s management to complete a full evaluation (“*Post-Completion Review*”) of the G4S Group and its strategy, operations and organisational structure, which will consider both the short and long-term objectives of the business as part of the Enlarged Group. The evaluation will focus on all aspects of the Enlarged Group’s business and the opportunities available to it, including:

· a review of the existing and future potential strategy of G4S’s businesses, their markets, customers, product offerings, potential liability risks and specific contracts;
· the attractiveness and growth potential of each geography, and G4S’s respective competitive positioning;
· the strategic fit of each business within Allied Universal’s current operations and expertise and environmental, social and corporate governance framework;
· further assessing the synergies between each of the G4S businesses (or parts thereof) with the rest of the Enlarged Group; and
· determining how best to position the business to continue to be a leader in the security industry.

G4S has undertaken significant re-shaping of its business portfolio in recent years. Allied Bidco is supportive of management’s current strategy to position G4S as a leading global security company and intends to work with G4S’s management to identify and evaluate potential acquisition opportunities that align with the Enlarged Group’s objectives and strategy as well as potential disposal opportunities in relation to those parts of the G4S business or geographies that are not considered to be core to such objectives and strategy or that do not represent attractive long-term market opportunities aligned with the Enlarged Group’s strategy.

In particular, Allied Bidco intends to evaluate the possibility of divesting all or a significant part of the Care & Justice Services business and, subject to the outcome of that evaluation and identification of a suitable purchaser, take steps to effect such disposal. In addition, Allied Bidco may evaluate exiting certain geographies which are not considered to be core to the Enlarged Group’s strategy (for example, Iraq, Afghanistan, Sudan and Uganda). Any such disposals would involve changes to G4S’s business activities, places of business and fixed assets base. If any divestments are made, this may result in a reduction in the number of employees employed within the Enlarged Group due to employees transferring out of the Enlarged Group and/or as a result of any limited associated headcount reductions in areas that support that divested business or jurisdiction.

Based on the limited work it has been able to conduct so far, Allied Bidco expects the Offer to generate synergies for the Enlarged Group, which will be predominantly realised in North America. Synergies are expected to arise in, among others, the following areas: general and administrative expenses (particularly in functional support areas such as those currently supporting G4S’s status as a public listed company); duplicative service contracts; insurance; and facilities expenses.

Based on the geographical footprint of the G4S Group and the Allied Universal Group, there will not be a significant number of overlapping functions outside of North America. Allied Bidco therefore expects that any reduction in headcount will predominantly occur in North America. However, there may be headcount reductions outside of North America as a result of actions described elsewhere in this paragraph 11. In particular, once G4S ceases to be a listed company, certain functions related to G4S’s status as a listed company will no longer be required. Allied Bidco has not yet been able to form a view as to the extent of any such headcount reductions or to develop proposals as to how they will be implemented.

Allied Bidco and G4S each recognise that in order to achieve the expected benefits of the Offer and optimise the structure going forwards, it may be desirable to implement certain restructurings or reorganisations of the Enlarged Group entities. Allied Bidco, G4S and their respective subsidiaries intend to work together to consider and implement any such agreed steps at the appropriate time. The detailed steps for such restructurings or reorganisations are not yet known and finalisation of any such steps would be subject to appropriate engagement with relevant stakeholders.

It should be noted that the current COVID-19 pandemic, and associated economic conditions, may impact G4S’s and/or Allied Bidco's view on near-term operational execution and decision-making, and therefore G4S and/or Allied Bidco may need to take appropriate actions to respond to the impact of the pandemic.

*Headquarters*
Allied Universal is committed to the UK market, having doubled its activities in the UK in the last two years and regards the UK as central to the Enlarged Group’s future strategy and operations and as a key growth region going forwards. 

Accordingly, Allied Universal intends to maintain a United Kingdom headquarters in London which will also serve as the Enlarged Group’s headquarters for all international operations outside of North America. Allied Bidco has not been able to form a view yet as to whether G4S’s current headquarters in London would be used as the site of the new international headquarters for the Enlarged Group. Allied Bidco also intends to maintain a UK-based management team who will oversee all such international operations, the leader of which will be a member of the Enlarged Group’s senior executive team and in the initial period following completion of the Offer, it is intended that such leader will be Ashley Almanza as further described below.

Allied Universal Group’s current headquarters in Santa Ana, California, will serve as the Enlarged Group’s headquarters for its operations in North America.

*Employees and management *
Allied Bidco attaches great importance to the skills and experience of the employees of the G4S Group. Allied Bidco also recognises the role that G4S plays as a major United Kingdom employer and expects existing G4S Group personnel to play an important role in driving the future success of the combined business going forwards. Allied Universal’s growth-oriented entrepreneurial approach means that the Enlarged Group will have additional opportunities to grow its operational employee base as additional contracts are won in the future.

Allied Bidco confirms that following completion of the Offer, the existing contractu

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