G4S plc - Outcome of Auction Process

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FOR IMMEDIATE RELEASE

23 February 2021

G4S plc (“G4S” or the “Company”)
Outcome of Auction Process

The Board of G4S notes the recent announcements by Garda World Security Corporation (“GardaWorld”) declaring that its cash offer of 235 pence per G4S share is final and will not be revised (the “Final GardaWorld Offer”) and that Allied Universal Topco LLC (“Allied Universal”) has confirmed to the Takeover Panel that it will not revise its cash offer of 245 pence per G4S share (the “Final Allied Universal Offer”).  The Allied Universal announcement (the “Allied Announcement”) containing details regarding the Final Allied Universal Offer and further regulatory approvals received is available in the Regulated Auction Process section at www.g4s.com/investors/offers.

The price of the Final Allied Universal Offer is superior to the price of the Final GardaWorld Offer. Accordingly, the G4S Directors unanimously recommend that G4S shareholders accept the Final Allied Universal Offer, and in order to ensure the successful closing of the Final Allied Universal Offer, urge G4S shareholders to accept immediately. The Final Allied Universal offer price of 245 pence per G4S share represents:

• a premium of approximately 68 per cent. to the closing price of 146 pence per G4S share on 11 September 2020 (being the last business day before commencement of the offer period);
   
• a premium of approximately 91 per cent. to the three-month volume weighted average closing price of 128 pence per G4S share on 11 September 2020;
   
• a premium of approximately 11 per cent. to the highest closing price of 222 pence per G4S share for the 52-week period ended 11 September 2020;
   
• a premium of approximately 4 per cent. to the Final GardaWorld Offer.

The Final Allied Universal Offer values the issued and to be issued ordinary share capital of G4S at approximately £3.8billion.

Commenting on the Final Allied Universal Offer, John Connolly, Chairman of the G4S Board, said:

“Throughout this process, the G4S Board has prioritised the interests of the Company’s stakeholders. By successfully establishing a competitive process and providing offerors with equal access to extensive due diligence information, the Board has been able to maximise shareholder value and put in place important protections for employees.