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 DISCLOSUREIf 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 relatesClass 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 securitiesClass 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 DISCLOSUREDetails 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 directorsConcert 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 AlmanzaAward 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 WellerAward 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 directorsLTIP 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 AlmanzaAward 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 WellerAward 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 G4SJ.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 arrangementsDetails 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 derivativesDetails 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) AttachmentsAre 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.
For filings with the FCA include the annex For filings with issuer exclude the annex TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi 1\. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: iiG4S Plc 2 Reason for the notification (please tick the appropriate box or boxes): An acquisition or disposal of voting rightsX An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments An event changing the breakdown of voting rights Other (please specify): 3\. Full name of person(s) subject to the notification obligation: iiiRUSSELL INVESTMENTS GROUP, LTD 4\. Full name of shareholder(s) (if different from 3.):ivSTATE STREET BANK & TRUST CO. (as custodian) 5\. Date of the transaction and date on which the threshold is crossed or reached: v17 September 2020 6\. Date on which issuer notified:23 September 2020 7\. Threshold(s) that is/are crossed or reached: vi, vii5% Threshold Holding has fallen below the prescribed threshold and decreased to 4.87% 8\. Notified details: A: Voting rights attached to shares viii, ix Class/type of shares if possible using the ISIN CODESituation previous to the triggering transactionResulting situation after the triggering transaction Number of SharesNumber of Voting RightsNumber of sharesNumber of voting rights% of voting rights x DirectDirect xiIndirect xiiDirectIndirect 139,583,162 139,583,162 0 75,624,059 o 4.87% 0 GB00B01FLG62 B: Qualifying Financial Instruments Resulting situation after the triggering transaction Type of financial instrumentExpiration date xiiiExercise/ Conversion Period xivNumber of voting rights that may be acquired if the instrument is exercised/ converted.% of voting rights N/A C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi Resulting situation after the triggering transaction Type of financial instrumentExercise priceExpiration date xviiExercise/ Conversion period xviiiNumber of voting rights instrument refers to % of voting rights xix, xx N/A NominalDelta Total (A+B+C) Number of voting rightsPercentage of voting rights 75,624,0594.87% 9\. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi RUSSELL INVESTMENTS GROUP, LTD Proxy Voting: 10\. Name of the proxy holder:Glass Lewis & Co 11\. Number of voting rights proxy holder will cease to hold: 12\. Date on which proxy holder will cease to hold voting rights: 13\. Additional information: The shares in section 8 of this disclosure are common stock to which voting rights are attached and are held in portfolios and funds managed on a discretionary basis by entities within Russell Investments Group, Ltd. 14\. Contact name: 15\. Contact telephone number:
23 September 2020 G4S PLCNOTIFICATION OF MAJOR SHAREHOLDINGThe company was notified on 23 September 2020 by Russell Investments Group Ltd that, following a disposal of voting rights on 17 September 2020, it now holds less than 5% of the company’s total voting rights.Celine Barroche Company Secretary For further enquiries, please contact:Helen Parris Director of Investor Relations+44 (0) 207 9633189 Media enquiries Sophie McMillanHead of media+44 (0) 759 5523483 Press office +44 (0) 207 9633333 Notes to Editors: G4S is the world’s leading global, integrated 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 around 85 countries and has around 533,000 employees. For more information on G4S, visit www.g4s.com.