Allied Universal Offer - Update on Financing Arrangements
*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*
*31 December 2020*
*RECOMMENDED CASH OFFER*
*for *
*G4S PLC*
*by*
*ATLAS UK BIDCO LIMITED
a newly incorporated entity that is indirectly controlled by Allied Universal*
*Update on Financing Arrangements*
On 8 December 2020, the boards of directors managing Allied Universal Topco LLC ("*Allied Universal*") and of G4S plc ("*G4S*") announced that they had reached agreement on the terms of a recommended cash offer (the “*Firm Offer Announcement*”), 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 "*Acquisition*").
Allied Universal announces that on 30 December 2020, in addition to Credit Suisse International, Credit Suisse AG, Cayman Islands Branch, Morgan Stanley Senior Funding, Inc., BNP Paribas, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank AG New York Branch, HSBC Bank USA, N.A., Mizuho Bank, Ltd., and Société Generale as existing lenders, each of ING Capital LLC, MUFG Union Bank, N.A. and Truist Bank agreed to become lenders under the Interim Facilities Agreement originally entered into between among others, Allied Bidco and the existing lenders (as described in the Firm Offer Announcement) by way of a transfer certificate (the “*Transfer Certificate*”).
Allied Universal also announces that on 30 December 2020, the commitment letter, engagement letter, fee letter and fee credit letter in each case, originally entered into on 8 December 2020 relating to the financing of the Acquisition, which were previously published on Allied Universal’s and G4S’s websites, were amended (as amended, the “*Amended and Restated Financing Documents*”).
Copies of the Transfer Certificate and the Amended and Restated Financing Documents are available on the G4S website at www.g4s.com/investors/offers and on Allied Universal's website at www.securityservicesthereforyou.com.
*- Ends -*
*For more information*
*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*
Capitalised terms used in this section (Important Notices) but not defined in this announcement have the meanings given to them in the Firm Offer Announcement.
*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 lead 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 joint 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 joint 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 G4S and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than G4S 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 G4S 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 G4S 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 G4S 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 G4S 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 G4S and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than G4S 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) of this announcement, “Business Day” means a day on which the London Stock Exchange is open for the transaction of business.
*Publication on website *
Copies of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Allied Universal’s website (https://www.securityservicesthereforyou.com/) and on G4S’s website (https://www.g4s.com/investors/offers) 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.