G4S plc: G4S Shareholders Advised to Reject GardaWorld Inadequate Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

29 October 2020

G4S Shareholders Advised to Reject GardaWorld Inadequate Offer

G4S plc (“G4S” or the “Company”) is today publishing a response document (“Defence Circular”) in relation to the unsolicited offer for G4S made by Garda World Security Corporation (“GardaWorld”). The Defence Circular outlines the key reasons why the Board strongly believes that G4S shareholders should reject GardaWorld’s wholly inadequate offer.

The letter from the Chairman of the Board of G4S to G4S shareholders, set out in the Defence Circular, is extracted below.

LETTER TO G4S SHAREHOLDERS FROM THE CHAIRMAN OF G4S

G4S plc
5th Floor
Southside
105 Victoria Street
London
SW1E 6QT

T :+44 (0)207 963 3100

29 October 2020

Dear Shareholder,

On 30 September 2020, GardaWorld & BC Partners made an unsolicited Offer for G4S plc which seeks to capture your Company at just 190 pence per share. Your Board has unanimously rejected this inadequate Offer and we believe that you should reject it too.

On behalf of the Board of G4S, I am writing to you to set out why:

1. G4S is a focused global leader in security, with leading market positions and outstanding technology capabilities;

2. G4S has excellent prospects and is well positioned to accelerate profitable growth and deliver sustainable free cash flow;

3. the timing of the Offer is highly opportunistic and significantly undervalues your business; and

4. GardaWorld & BC Partners desperately need G4S and are seeking to address GardaWorld’s weaknesses at your expense

Shareholders are strongly advised to take absolutely no action in relation to this wholly unattractive and opportunistic Offer.

G4S has been fundamentally repositioned to address long-term growth in global security markets

Today G4S is a focused global company with an unmatched market footprint, delivering strong operating and financial performance.

Through significant portfolio action over recent years, the Board and Management have fundamentally repositioned G4S as an industry-leading global security company, with 93% of our PBITA (from 76% in 2013) now derived from our Secure Solutions business. The successful sale of the majority of our Conventional Cash business in February 2020 represented a major milestone on this journey, enabling G4S to focus on growing its Integrated Security business. Our Integrated Security offering combines our risk consulting expertise, security professionals, technology and data analytics. G4S’s innovative and unique approach manages risks and enhances value for our customers and supports our revenue growth, customer loyalty and superior margins.

Management has also resolved and settled a range of large complex legacy issues and onerous contract exposures, whilst implementing strong risk management controls and systems. As a result, there have been no new onerous contracts since 2013.

G4S operates in growing secure solutions markets and it does so from a position of great strength with an unmatched geographic presence, a strong global brand, market-leading operating capabilities and leading health and safety performance. Our strategic advantage is evident in the world’s largest and most competitive security market, North America, where G4S delivered organic revenue growth of 10% in 2019 and 6% in the first six months of this year, despite the global pandemic.

In recent years, Management has also created a market-disrupting business in Retail Cash Solutions, which has a very strong pipeline of orders and is growing rapidly and disrupting traditional cash services.

As a result of the investment we have made in Integrated Security and retail technology, G4S is able to offer industry-leading solutions to our customers and, as a result, already has higher margins than most of our security competitors. Our strategy and current performance give us confidence in our ability to further increase our margins.

We believe that the Company is extremely well-positioned to maximise future performance and that, as shareholders, you should be the ones to benefit both from our enhanced focus but also from the significant investment in recent years to strengthen our position, performance and prospects. These benefits are increasingly evident in G4S’s results, having retained and won contracts with an annual contract value of £2bn and achieved year-on-year growth in earnings during the first nine months of 2020. Delivering this performance in the midst of a devastating pandemic clearly demonstrates the strength of G4S and is a great tribute to the Management and employees of your company.

G4S has a clear set of strategic priorities to drive value for shareholders and key stakeholders

Following the significant re-shaping of the Company’s business portfolio in recent years, we now have an attractive business mix with a growing proportion of higher value integrated security services. Alongside this, G4S has made significant progress in reducing its direct and indirect costs and expects to deliver £100m of cost savings in 2020.

G4S is strongly positioned and, in line with our increased confidence, we are updating the Company’s medium-term financial targets:

i. Revenue growth at 4-6% per annum;

ii. PBITA margins of 7%⁽¹⁾;

iii. Free cash flow of >£1bn over the next 5 years (2021-25)⁽¹⁾;

iv. Sustainable dividends attaining 2.0x cover once the uncertainty surrounding the pandemic has reduced to an acceptable level ⁽²⁾; and

v. An investment grade balance sheet with leverage of 2.0x-2.5x net debt to Adjusted EBITDA

¹ Aspirational target which should not be construed as a profit forecast or interpreted as such.

² As stated in the H1 2020 Interim Results, dividend to resume once the uncertainty surrounding the pandemic has reduced to an acceptable level in line with our previously stated policy of attaining dividend cover of 2.0x and a progressive dividend thereafter.

Our confidence in delivering these updated targets is underpinned by the strength of our global blue-chip customer base and diverse pipeline supporting our revenue growth; by our growing capability in the delivery of higher margin Integrated Security; and by the digitisation of our operations and services.

G4S’s strategy and financial targets are consistent with an investment grade balance sheet and a prudent approach to leverage. G4S has continued to significantly strengthen its net debt to Adjusted EBITDA ratio to 2.58x as at 30 June 2020 (from 3.4x as at 31 December 2015). Confidence in our future cash-flows underpin our capital allocation priorities of disciplined investment, shareholder returns and deleveraging.

G4S also has a strong and long-standing relationship with its Pension Trustees, having made long-term and responsible contributions. The UK Pension Scheme had a net deficit of £0.3bn (at the end of 2019), which is being reduced by a planned programme of reliable company contributions agreed with the Pension Trustees and underpinned by the Group’s covenant and investment grade balance sheet.

As a responsible employer our priorities embrace sustainable investment to secure the health and safety of our employees and this is reflected in the tremendous improvement in our health and safety performance over the past seven years.

GardaWorld’s Offer significantly undervalues your company – it is nowhere near a full and fair price

The timing of GardaWorld’s proposal is highly opportunistic and significantly undervalues your company.

When GardaWorld & BC Partners first approached G4S in June 2020, UK equity prices, including G4S’s, were already severely depressed by the global pandemic. Since that time, the broader UK market has traded at its greatest valuation discount to global equities for 20 years.

In stark contrast, BC Partners, now the majority shareholder of GardaWorld, paid a multiple of 11.2x LTM EBITDA for its acquisition of GardaWorld in 2019. The Offer for G4S is very significantly below this value at 7.7x LTM EBITDA, despite G4S being a far superior business.

In addition, the 190 pence per share Offer also:

i. fails to provide G4S shareholders with fair value for the significant operating synergies available to GardaWorld across overlapping geographies and the combined cost base of £8.7bn; and

ii. fails to reward shareholders for the very substantial financing synergies that would accrue to GardaWorld by gaining access to G4S’s balance sheet and robust, diverse cash flows.

GardaWorld & BC Partners desperately need G4S in order to realise their ambitions

BC Partners’ acquisition valued GardaWorld at C$5.2bn and BC Partners now has a controlling interest in a business that has been heavily lossmaking and lacks financial strength. GardaWorld & BC Partners desperately need access to G4S’s balance sheet and strong cash flows in order to finance this acquisition, and their acquisition-fuelled growth strategy. Meeting their needs should not be at the expense of our shareholders and key stakeholders.

GardaWorld also lacks global scale and coverage and acquiring G4S at a discount to fair value would allow them to own a clear global leader in security – at your expense.

GardaWorld has quite simply failed to articulate why your company’s employees and stakeholders should support an acquisition that would be over ten times the size of GardaWorld’s largest acquisition to date. Furthermore, in all of its communications GardaWorld has been conspicuously non-committal about the future of G4S’s non-UK employees, which represent c.95% of our workforce.

TAKE NO ACTION

Your Board believes that G4S has a bright future as an independent company underpinned by:

i. Our position as a global leader in security;

ii. Clear financial targets;

iii. Resilient trading performance this year; and

iv. Re-rating potential now the business is refocused,

all of which we believe will contribute to significant shareholder value well in excess of the Offer.

Your Board, which has been so advised by Citi, J.P. Morgan Cazenove, Goldman Sachs and Lazard (the “Financial Advisers”) as to the financial terms of the Offer, believes that GardaWorld’s Offer significantly undervalues G4S. In providing their financial advice to the Board, the Financial Advisers have taken into account the Board's commercial assessments. Citi is providing independent financial advice to the Board for the purposes of Rule 3 of the City Code.

Accordingly, the Board unanimously recommends that you reject the Offer. Your Directors will not be accepting GardaWorld’s Offer in respect of their own beneficial shareholdings.

The rest of this document explains in more detail why we, the Board of G4S, believe that this Offer is thoroughly inadequate. We hope you find it interesting and illuminating.

Yours sincerely,

John Connolly

Chairman of the Board of Directors

The Defence Circular can be accessed via www.g4s.com/GardaWorld and has been submitted to, and will be available from, the National Storage Mechanism. A presentation for analysts and investors will be available from 0715 hrs (UK time) by using the following link www.g4s.com/gardaresponse.

For further details of the sources of information and bases of calculation of the numbers set out in this announcement please refer to “Bases and Sources” in the Defence Circular.

For further enquiries, please contact:
Helen Parris	Director of Investor Relations	+44 (0) 207 9633189
Media enquiries
Sophie McMillan	Head of Media	+44 (0) 759 5523483
Press office		+44 (0) 207 9633333

G4S Joint Lead Financial Advisers and Corporate Brokers
Citigroup Global Markets Limited
J.P. Morgan Cazenove


G4S Financial Advisers
Lazard & Co., Limited
Goldman Sachs International

G4S Legal Advisers
Linklaters LLP

Media Advisers
Brunswick

Notes to Editors
G4S is the leading global security company, specialising in the provision of security services and solutions to customers. Our mission is to create material, sustainable value for our customers and shareholders by being the supply partner of choice in all our markets.

G4S is quoted on the London Stock Exchange and has a secondary stock exchange listing in Copenhagen. After taking account of the businesses being sold in the year, G4S is active in more than 80 countries and has around 533,000 employees. For more information on G4S, visit www.g4s.com.

Important Notices
Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority (”PRA”) and regulated in the UK by the Financial Conduct Authority (”FCA”) and the PRA, is acting exclusively for G4S and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than G4S for providing the protections afforded to clients of Citi nor for providing advice in relation to any matter referred to herein.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting as financial adviser exclusively for G4S plc and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than G4S plc for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to G4S and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than G4S for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the matters set out in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

Goldman Sachs International (“Goldman Sachs”), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for G4S and no one else in connection with the matters set out in this announcement. Goldman Sachs will not be responsible to anyone other than G4S for providing the protections afforded to clients of Goldman Sachs nor for providing advice in relation to any matter referred to herein.

Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.G4S.com, by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.