G4S plc Form 8 Opening Position Disclosure

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25.09.2020, 16:07  |  104   |   |   

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser: G4S plc ("G4S")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
     Use a separate form for each offeror/offeree
G4S
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held:
     The latest practicable date prior to the disclosure
24 SEPTEMBER 2020
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
     If it is a cash offer or possible cash offer, state “N/A”
N/A

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)           Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:

 
Ordinary shares in G4S
 

 
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: NIL - NIL -
(2) Cash-settled derivatives:

 
NIL - NIL -
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: NIL - NIL -
 

     TOTAL:
NIL - NIL -

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)           Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:
(a) Ordinary shares in G4S held by G4S directors

Concert Party Number of ordinary shares in G4S Percentage of existing issued ordinary share capital in G4S (per cent.)(1)
Ashley Almanza 2,151,882 0.13869
Timothy Weller 522,337 0.03366
Clare Chapman NIL NIL
John Connolly and his close relatives 611,642 0.03942
Elisabeth Fleuriot NIL NIL
Adine Grate NIL NIL
Winnie Kin Wah Fok 30,000 0.00193
Steven Mogford 10,000 0.00064
John Ramsay 38,000 0.00245
Barbara Thoralfsson NIL NIL
Michel Van Der Bel NIL NIL

(1) Rounded to 5 decimal places

(b) Deferred share awards held by G4S executive directors

Deferred shares may be awarded to G4S executive directors as part of their annual bonus. Any bonus due above 50% of the individual’s maximum bonus entitlement is awarded as deferred shares, which vest after a period of three years unless the individual ceases employment prior to the third anniversary of the award and qualifies as a good leaver. Please see the Directors' Remuneration Report on pages 124-148 of G4S’s 2019 Integrated Report and Accounts for further detail.

(i) Deferred share awards held by Ashley Almanza

Award Date Vesting Date (subject to employment conditions) Subscription Price (£) Outstanding
March 2018 14 March 2021 0.00 160,373

(ii) Deferred share awards held by Timothy Weller

Award Date Vesting Date (subject to employment conditions) Subscription Price (£) Outstanding
March 2018 14 March 2021 0.00 72,574

(c) Long Term Incentive Plan ("LTIP") awards held by G4S executive directors

LTIP awards are granted to G4S executive directors on an annual basis and vest over a period of at least three years subject to continued service and the achievement of a number of key performance measures. Performance for the 2018 and 2019 LTIPS is measured based on a combination of earnings per share growth, total shareholder return against a comparator group and average operating cash flow and performance for the 2020 LTIP is measured based on a combination of earnings per share growth, total shareholder return against a comparator group and free cash flow. Please see the Directors' Remuneration Report on pages 124-148 of G4S’s 2019 Integrated Report and Accounts for further detail.

(i) LTIP awards held by Ashley Almanza

Award Date Vesting Date (subject to performance and employment conditions) Subscription Price (£) Outstanding
March 2018 14 March 2021 0.00 925,277
March 2019 18 March 2022 0.00 1,232,174
March 2020 3 April 2023 0.00 1,926,875

(ii) LTIP awards held by Tim Weller

Award Date Vesting Date (subject to performance and employment conditions) Subscription Price (£) Outstanding
March 2018 14 March 2021 0.00 507,065
March 2019 18 March 2022 0.00 675,250
March 2020 3 April 2023 0.00 1,055,956

(d) Interests and short positions of G4S's advisers in ordinary shares in G4S

J.P. MORGAN CHASE BANK (CUSTODY)

Class of relevant security: Ordinary shares in G4S
  Interests Short positions
Name Number % Number %
(1) Relevant securities owned and/or controlled: 6 0.00000(1) NIL NIL
(2) Cash-settled derivatives:

 
NIL NIL NIL NIL
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: NIL NIL NIL NIL
 

  TOTAL:
6 0.00000(1) NIL NIL

(1)Rounded to 5 decimal places.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”
None

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:
(i)  the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None

 

 

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO


Date of disclosure: 25 September 2020
Contact name: Celine Barroche

 

Group Company Secretary
Telephone number:  

+44 (0) 7841 311 819

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

 


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Disclaimer

G4S plc Form 8 Opening Position Disclosure FORM 8 (OPD) PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFERRules 8.1 and 8.2 of the Takeover Code (the “Code”) 1.         KEY INFORMATION (a) Full name of discloser: G4S plc ("G4S") (b) Owner or controller of interests …

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