TIDMGFS
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (REGULATION
(EU) NO. 596/2014, AS AMENDED), AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMENDED).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
G4S International Finance plc announces results of tender offers
and proposals for, and early redemption of, its EUR500,000,000 1.50
per cent. Notes due 2023, EUR500,000,000 1.50 per cent. Notes due
2024 and EUR550,000,000 1.875 per cent. Notes due 2025
18 June 2021. On 20 May 2021, G4S International Finance plc (the
Issuer) announced separate invitations to:
(i) holders (the Noteholders) of (a) the EUR500,000,000 1.50 per cent. Notes due 2023 (ISIN: XS1515216650) (the 2023 Notes), (b) the EUR500,000,000 1.50 per cent. Notes due 2024 (ISIN: XS1619992883) (the 2024 Notes), and (c) the EUR550,000,000 1.875 per cent. Notes due 2025 (ISIN: XS1824462896) (together with the 2023 Notes and the 2024 Notes, the Notes and each series of the Notes, a Series), each issued by the Issuer and guaranteed by G4S plc (the Company), to tender any and all of their Notes for purchase by the Issuer for cash (each such invitation referred to in this paragraph (i), an Offer and together the Offers); and
(ii) Noteholders of each Series to approve, by Extraordinary Resolution, the modification of the terms and conditions of the relevant Series (in respect of each Series, the Conditions) to provide for the Issuer to redeem (the Issuer Early Redemption) all, but not some only, of the relevant Series that remains outstanding (if any) on completion of the relevant Offer (each such invitation referred to in this paragraph (ii), a Proposal and together the Proposals).
The Offers and Proposals were made on the terms and subject to
the conditions set out in the Tender Offer Memorandum dated 20 May
2021 (the Tender Offer Memorandum). Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Results of the Offers
The Offers expired at 9.00 a.m. (London time) today, 18 June
2021 (the Expiration Deadline). As at the Expiration Deadline, the
aggregate nominal amount of each Series shown in the table below
had been validly tendered for purchase pursuant to the Offers. The
Issuer has decided to accept for purchase all Notes validly
tendered pursuant to the Offers.
Pursuant to the Offers, the Issuer will pay:
(a) to each Noteholder who validly tendered its Notes by 10.00 p.m. (London time) on 3 June 2021 (the Early Tender Deadline), the Total Early Tender Consideration for the relevant Series (which includes the applicable Early Tender Payment and the applicable Purchase Price), as shown in the table below; and
(b) to each Noteholder who validly tendered its Notes after the Early Tender Deadline but before the Expiration Deadline, the Purchase Price for the relevant Series, as shown in the table below.
The Issuer will also pay an Accrued Interest Payment in respect
of those Notes accepted for purchase pursuant to the Offers.
Settlement of the Offers is expected to take place on 21 June
2021 (the Settlement Date).
Description of ISIN / Nominal Amount Total Early Early Purchase
the Notes Common Code Tendered and Tender Tender Price*
Accepted for Consideration* Payment*
Purchase
---------------------------------------------------- ------------ -------------- -------------- -------- --------
EUR500,000,000 1.50 per cent. Notes due 2023 of the XS1515216650 EUR471,678,000 102.125 per 2.00 per 100.125
Issuer guaranteed by the Company / 151521665 cent. cent. per
cent.
EUR500,000,000 1.50 per cent. Notes due 2024 of the XS1619992883 EUR486,272,000 103.375 per 3.00 per 100.375
Issuer guaranteed by the Company / 161999288 cent. cent. per
cent.
EUR550,000,000 1.875 per cent. Notes due 2025 of the XS1824462896 EUR532,426,000 104.50 per 4.00 per 100.50
Issuer guaranteed by the Company / 182446289 cent. cent. per
cent.
* As a percentage of the nominal amount of the relevant
Notes.
Results of the Proposals
The Meetings to consider the Proposals were held earlier today,
18 June 2021, and NOTICE IS HEREBY GIVEN to the Noteholders
that:
(a) at each Meeting, the relevant Extraordinary Resolution was duly passed and the relevant Proposal approved;
(b) the Supplemental Trust Deed referred to in each Extraordinary Resolution has been executed by the Issuer, the Company and the Trustee, and the Conditions applicable to each Series have been modified accordingly; and
(c) the Issuer will redeem all Notes (other than those Notes that have been accepted for purchase by the Issuer pursuant to the Offers) pursuant to the Issuer Early Redemption on 22 June 2021 at the Early Redemption Amount for the relevant Series, as shown in the table below, together with Accrued Interest.
The Issuer will pay to each Noteholder who submitted a valid
Voting Only Instruction in favour of the relevant Proposal by the
Early Tender Deadline the Early Consent Fee for the relevant
Series, as shown in the table below. The relevant Early Consent Fee
will be paid by the Issuer to eligible Noteholders on the
Settlement Date.
Description of ISIN / Early Early
the Notes Common Code Redemption Consent
Amount * Fee *
---------------------------------------------------- ------------ ---------- -------
EUR500,000,000 1.50 per cent. Notes due 2023 of the XS1515216650 100.125 2.00
Issuer guaranteed by the Company / 151521665 per cent. per
cent.
EUR500,000,000 1.50 per cent. Notes due 2024 of the XS1619992883 100.375 3.00
Issuer guaranteed by the Company / 161999288 per cent. per
cent.
EUR550,000,000 1.875 per cent. Notes due 2025 of the XS1824462896 100.50 per 4.00
Issuer guaranteed by the Company / 182446289 cent. per
cent.
* As a percentage of the nominal amount of the relevant
Notes.
General
All Notes which are purchased pursuant to the Offers or redeemed
pursuant to the Issuer Early Redemption will be cancelled.
Citigroup Global Markets Limited (Attention: Liability
Management Group; Telephone: +44 20 7986 8969 (In Europe) / +1 800
558 3745 (United States Toll Free) / +1 212 723 6106 (United States
Collect); Email:
https://www.globenewswire.com/Tracker?data=GKCoHjGLTK3ZbcvYOkq9znJMxVPbmU1zc_xw7u3BrgRrHSMgLahIuuTV-QRpuEumSm1OwpJl7ANJXYpHjYviSkWqqn4YHA0IPx-CSWNyFLFnWp7g02BdTJE7TqNjI1ChxjeAhVePxMZlPndcTRUXUg==
liabilitymanagement.europe@citi.com) is acting as Dealer Manager
for the Offers and the Proposals, and Lucid Issuer Services Limited
(Attention: Arlind Bytyqi; Telephone: +44 20 7704 0880; Email:
https://www.globenewswire.com/Tracker?data=BxkfA64Nn6IGj9iwKDvQAM7S3Mv0V6g2UStJUhbjAqSOLg-gUzLpOUqpBv2LUhRxR_rsDo-NAUjCxrBztLecNQ==
g4s@lucid-is.com) is acting as Tender and Information Agent for the
Offers and the Proposals.
This announcement is released by G4S International Finance
plcand contains information that qualified or may have qualified as
inside information for the purposes of Article 7 of the Market
Abuse Regulation (Regulation (EU) No. 596/2014, as amended), as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended) (UK MAR), encompassing
information relating to the Offers and the Proposals described
above. For the purposes of UK MAR and Article 2 of Commission
Implementing Regulation (EU) No. 2016/1055 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(as amended), this announcement is made by Celine Barroche, a
director of G4S International Finance plc.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire any
securities is being made pursuant to this announcement. The
distribution of this announcement and/or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by the Issuer, the Company, the
Dealer Manager and the Tender and Information Agent to inform
themselves about, and to observe, any such restrictions.
If any Noteholder is unsure of the impact of the implementation
of any Proposal or the relevant Extraordinary Resolution, it is
recommended to seek its own financial and legal advice, including
as to any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial or legal
adviser.
(END) Dow Jones Newswires
June 18, 2021 07:27 ET (11:27 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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