G4S Second Defence Circular
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174375 Project Lodestar 2 Circular Pt1_174375 Project Lodestar 2 Circular Pt1 24/11/2020 15:14 Page 1 Securing Your World REJECT GARDAWORLD’S OFFER 174375 Project Lodestar 2 Circular Pt1_174375 Project Lodestar 2 Circular Pt1 24/11/2020 15:14 Page 2 Our Vision and Values Our Vision 2025 The world’s Trusted partner of We differentiate leading global, choice providing G4S by investing in integrated innovative, industry technology, our security leading solutions people and values company that protect and add & customer value for our relationships customers Our Values We act with... We are We achieve passionate about... this through... INTEGRITY & SAFETY, SECURITY INNOVATION & RESPECT & SERVICE TEAMWORK EXCELLENCE Our2 Vision 2025 174375 Project Lodestar 2 Circular Pt1_174375 Project Lodestar 2 Circular Pt1 24/11/2020 15:14 Page 3 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or, if you are in a territory outside the United Kingdom, is an appropriately authorised independent financial adviser. This document should be read as a whole. This document includes the Appendices. Unless otherwise stated, the words and phrases used in this document shall have the meanings given to them in the Appendices. Your attention is drawn to the letter from the Chairman which is set out on pages 6-8 of this document and which contains a recommendation from the Board that you reject the Offer put forward by Garda World Security Corporation through its wholly-owned subsidiary Fleming Capital Securities, Inc. (“GardaWorld”). Pages 5 and 22 of this document contain a summary of the reasons for rejecting GardaWorld’s unsolicited Offer. For further details of the sources of information and bases of calculation of the numbers set out in this document please refer to the section entitled “Bases and Sources” at page 25 of this document. If you have sold or otherwise transferred all of your G4S Shares, please send this document and the accompanying documents at once to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, this document must not be forwarded or transmitted in or into any Restricted Jurisdiction or in or into any jurisdiction where to do so would constitute a violation of the relevant laws in that jurisdiction. If you have sold or transferred part of your holding of G4S Shares, you should retain this document and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. This document is not for release, publication or distribution in, into or from any jurisdiction where such release, publication or distribution would constitute a violation of the securities laws of such jurisdiction. Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the UK by the Financial Conduct Authority (“FCA”) and the PRA, is acting exclusively for G4S plc (“G4S” or the “Company”) as joint lead financial adviser and no one else in connection with the Offer and will not be responsible to anyone other than G4S for providing the protection afforded to clients of Citi or for providing advice in relation to the Offer or for any other matter 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 Offer and will not regard any other person as its client in relation to the Offer 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 Offer or any other matter or arrangement referred to herein. 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 this Offer 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 Offer. 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 Offer, any statement contained herein or otherwise. 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 Offer. 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 Offer or any other matter referred to in this document. Forward-Looking Statements This document contains statements about G4S that are or may be forward-looking statements. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans” “believes”, “expects”, “aims”,” intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects or discussions of strategy which involve risks and uncertainties. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. No assurance can be given that such future results will be achieved. Actual events or results may differ materially as a result of risks and uncertainties facing the company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this document speak only as at the date of this document. Except to the extent required by applicable law, the Company will not necessarily update any of them in light of new information or future events and undertakes no duty to do so. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. 3 G4S plc l Second Defence Circular 174375 Project Lodestar 2 Circular Pt1_174375 Project Lodestar 2 Circular Pt1 24/11/2020 15:14 Page 4 No profit forecasts or estimates No statement in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings or earnings per share for G4S, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for G4S. Disclosure requirements of the Code 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 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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.