GFS.L Regulatory News (GFS)

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

Garda World Security Corporation

("GardaWorld") through its wholly-owned subsidiary

Fleming Capital Securities, Inc. ("Fleming")

Extension of Cash Offer for G4S plc

On 2 December 2020, GardaWorld published an offer document (the "Increased Offer Document") setting out the terms of its increased cash offer, made through its wholly-owned subsidiary Fleming, to acquire the entire issued and to be issued share capital of G4S plc ("G4S") (other than the G4S Shares already held by Fleming) (the "Cash Offer"). On 23 February 2021, GardaWorld declared its Cash Offer final.

Extension of Cash Offer

As announced by G4S on 23 February 2021, the latest date by which GardaWorld must satisfy its Acceptance Condition is 1.00 p.m. (London time) on 16 March 2021. As a result, the Cash Offer, which otherwise remains subject to the terms and conditions set out in the Increased Offer Document, is being extended and will remain open for acceptance until 1.00 p.m. (London time) on 16 March 2021.

Level of acceptances

As at 1.00 p.m. (London time) on 6 March 2021, Fleming had received valid acceptances in respect of a total of 1,071,876 G4S Shares, representing approximately 0.06 per cent. of the issued share capital of G4S, which Fleming may count towards the satisfaction of the Acceptance Condition. So far as Fleming is aware, none of these acceptances have been received from persons acting in concert with Fleming.

In addition, Fleming holds in aggregate 24,065,190 G4S Shares, representing approximately 1.55 per cent. of G4S's issued share capital. Accordingly, Fleming either holds, or has received valid acceptances of its Cash Offer in respect of, a total of 25,137,066 G4S Shares, representing approximately 1.62 per cent. of G4S's issued share capital, which may count towards satisfaction of the Acceptance Condition. The percentage of G4S Shares referred to in this section is based upon a figure of 1,551,594,436 G4S Shares in issue.

Defined terms used but not defined in this announcement have the same meanings as set out in the Increased Offer Document.

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For more information

Important Notices

Capitalised terms used in this section (Important Notices) but not defined in this announcement have the meanings given to them in the Increased Offer Document.

Important notices relating to financial advisers

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for GardaWorld and Fleming and no one else in connection with the matters described herein and will not be responsible to anyone other than GardaWorld or Fleming for providing the protections afforded to clients of Barclays nor for providing advice in relation to the other matters referred to herein.

UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the FCA and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS AG London Branch and UBS Securities LLC (collectively, "UBS") are acting exclusively for GardaWorld and Fleming and no one else in connection with the matters described herein and will not be responsible to anyone other than GardaWorld or Fleming for providing the protections afforded to clients of UBS nor for providing advice in relation to the matters referred to herein.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for GardaWorld and Fleming and no one else in connection with the matters described herein and will not be responsible to anyone other than GardaWorld or Fleming for providing the protections afforded to clients of BofA Securities nor for providing advice in relation to the matters referred to herein.

Jefferies International Limited ("Jefferies") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for GardaWorld and Fleming and no one else in connection with the Cash Offer and shall not be responsible to anyone other than GardaWorld or Fleming for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the matters referred to herein. Neither Jefferies, nor any of its affiliates, subsidiaries or branches 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 other than GardaWorld or Fleming in connection with any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the offer referenced herein or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Cash Offer will be implemented solely pursuant to the terms of the Increased Offer Document, the Original Offer Document and the accompanying Second Form of Acceptance which, together, contain the full terms and conditions of the Cash Offer, including details of how to accept the Cash Offer.

G4S Shareholders are advised to read the Increased Offer Document, the Original Offer Document and the Second Form of Acceptance carefully because they contain important information in relation to the Cash Offer. Any decision by G4S Shareholders in respect of the Offer should be made only on the basis of the information contained in the Increased Offer Document, the Original Offer Document and the Second Form of Acceptance.

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 and regulations of jurisdictions outside the United Kingdom. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange ("LSE") and the Financial Conduct Authority ("FCA").

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.

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 GardaWorld's website (www.garda.com/investors/g4s) by no later than 12 noon (London time) on the Business Day following this announcement. The content of the websites referred to in this announcement are not incorporated into and does not form part of this announcement.

Subject to certain restrictions relating to persons in any Restricted Jurisdictions, G4S Shareholders may request a hard copy of the Increased Offer Document, the Original Offer Document and the Second Form of Acceptance by contacting Computershare, by telephone between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays) on 0370 707 4021 or, if calling from outside the United Kingdom, +44 (0) 370 707 4021. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Cash Offer nor give any financial, legal or tax advice.

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.