G4S plc UK DK : G4S plc UK DK : Issue of Equity
28 August 2013
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END
OF THIS ANNOUNCEMENT.
("G4S" or "the Company")
RESULTS OF PLACING
G4S is pleased to announce the completion of the placing announced earlier
today (the "Placing").
A total of 140,925,797 new ordinary shares of 25 pence each in G4S (the
"Placing Shares") have been placed by Citigroup Global Markets Limited
("Citi"), J.P. Morgan Securities plc (which conducts its UK investment banking
business under the name J.P. Morgan Cazenove) ("JPMC") and Barclays Bank PLC
("Barclays") at a price of 247 pence per Placing Share, with existing and new
institutional investors, raising gross proceeds of approximately £348.1
million. The Placing Shares being issued represent approximately 9.99 per
cent. of the issued ordinary share capital of G4S prior to the Placing.
Applications have been made to the Financial Conduct Authority for admission
of the Placing Shares to the premium listing segment of the Official List
maintained by the UK Listing Authority and to the London Stock Exchange (the
"LSE") for admission to trading of the Placing Shares on the LSE's main market
for listed securities (together "Admission"). It is expected that Admission
will take place at 8.00 a.m. on 2 September 2013 (at which time the Placing
will become unconditional) and that dealings in the Placing Shares on the
LSE's main market for listed securities will commence at the same time.
Application will also be made for the Placing Shares to be admitted to listing
and trading on NASDAQ OMX Copenhagen.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of 25 pence each
in the capital of G4S, including the right to receive all dividends (including
the interim dividend of 3.42p (DKK 0.2972) per share announced today) and
other distributions declared, made or paid on or in respect of such shares
after the date of issue of the Placing Shares.
Citi, JPMC and Barclays acted as Joint Bookrunners in respect of the Placing.
G4S +44 (0) 1293 554400
Joint Brokers, Global Coordinators and Bookrunners
Citi +44 (0) 207 986 4000
J.P. Morgan Cazenove +44 (0) 207 742 4000
Mark Astaire +44 (0) 207 623 2323
Adam Mynott - Director of Media Relations +44 (0) 1293 554400
Faeth Birch - RLM Finsbury +44 (0) 207 251 3801
This announcement has been issued by and is the sole responsibility of the
Company. This announcement is for information only and does not constitute an
offer or invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction in which
such an offer or solicitation is unlawful, including without limitation, the
United States, Australia, Canada, South Africa or Japan. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions. No prospectus will be made available in
connection with the matters contained in this announcement and no such
prospectus is required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent financial
This announcement and the information contained herein is not an offer of
securities for sale in the United States. The securities discussed herein have
not been and will not be registered under the US Securities Act of 1933, as
amended (the "US Securities Act") and may not be offered or sold in the United
States absent registration or an exemption from registration under the US
Securities Act. No public offering of the securities discussed herein is being
made in the United States and the information contained herein does not
constitute an offering of securities for sale in the United States, Canada,
Australia, Japan, South Africa or any jurisdiction in which the same would be
unlawful. This announcement is not for distribution directly or indirectly in
or into the United States, Canada, Australia, Japan or South Africa. No money,
securities or other consideration is being solicited and, if sent in response
to the information herein, will not be accepted. There will be no public offer
of Placing Shares in the United States, the United Kingdom or elsewhere.
The distribution of this announcement and the Placing of the Placing Shares as
set out in this announcement in certain jurisdictions may be restricted by
law. No action has been taken that would permit an offering of such shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) having professional
experience in matters relating to investments who fall within the definition
of "investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who
are high net worth entities falling within Article 49(2)(a) to (d) of the
Order, and other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "relevant persons"). This
announcement must not be acted or relied on in the United Kingdom by persons
who are not relevant persons.
In member states of the European Economic Area ("EEA"), this announcement is
only addressed to and directed at persons who are "qualified investors" within
the meaning of Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the Relevant Member State) and includes any
relevant implementing measure in each Relevant Member State) (the "Prospectus
Directive") ("Qualified Investors").
Citigroup Global Markets Limited ("Citi"), J.P. Morgan Securities plc (which
conducts its UK investment banking business under the name J.P. Morgan
Cazenove) ("JPMC") and Barclays Bank PLC ("Barclays"), each of which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, are acting for the Company in connection with the Placing and
no-one else and they will not be responsible to anyone other than the Company
for providing the protections afforded to their respective clients nor for
providing advice in relation to the Placing. No representation or warranty,
express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by Citi, JPMC or Barclays
or by any of respective affiliates or agents as to or in relation to, the
accuracy, completeness or sufficiency of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers in connection with the Company, the Placing
Shares or the Placing and any liability therefore is expressly disclaimed.
Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projectionsregarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, whichmay use words
such as "aim", "anticipates", "believe"", ""intend"", "estimate"", ""expect""
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, and uncertainties that
could cause the actual results of operations, financial condition, liquidity,
dividend policy and the development of the industry in which the Company's
business operates to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and
other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given these risks
and uncertainties, prospective investors are cautioned not to place undue
reliance on forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the FCA, the
London Stock Exchange or applicable law, the Company undertakes no obligation
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
Any indication in this announcement of the price at which Placing Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company. The price of Placing Shares and the income from them
may go down as well as up and investors may not get back the full amount
invested on disposal of the Placing Shares.
In addition to the main market of the London Stock Exchange plc, application
will also be made for the Placing Shares to be admitted to listing and trading
on NASDAQ OMX Copenhagen.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement.
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: G4S plc UK DK via Thomson Reuters ONE
Press spacebar to pause and continue. Press esc to stop.