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G4S plc: Form 8 Opening Position Disclosure

G4S plc
·6-min read

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.