UK markets closed

G4S plc (GFS.L)

LSE - LSE Delayed price. Currency in GBp
Add to watchlist
228.10-2.70 (-1.17%)
At close: 4:39PM GMT
Full screen
Previous close230.80
Open230.00
Bid228.40 x 0
Ask228.40 x 0
Day's range227.20 - 231.30
52-week range69.92 - 231.30
Volume11,913,683
Avg. volume11,062,608
Market cap3.539B
Beta (5Y monthly)1.32
PE ratio (TTM)207.36
EPS (TTM)1.10
Earnings date23 Jul 2020
Forward dividend & yieldN/A (N/A)
Ex-dividend date30 Apr 2020
1y target est241.00
  • Globe Newswire

    GardaWorld Offer: Update on Offer-related Arrangements

    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 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 25 November 2020 G4S plc (the “Company” or “G4S”) GardaWorld Offer: Update on Offer-related Arrangements Under the UK City Code on Takeovers and Mergers (the “Code”) any information given by the Company to a potential offeror must, on request, be provided to another offeror or potential offeror.  As a result of this requirement, the Company has today entered into a non-disclosure agreement with Garda World Security Corporation (“GardaWorld”) in order to provide GardaWorld with equal access to information. A copy of the non-disclosure agreement will be available shortly on G4S’s website at www.g4s.com/gardaresponse. The person responsible for releasing this announcement on behalf of G4S is Celine Barroche, Company Secretary. For further enquiries, please contact: G4S plc 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 Markers 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.

  • Globe Newswire

    G4S plc: G4S to resume dividend for 2021 with clear potential for significant further cash returns to shareholders

    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 25 November 2020 G4S TO RESUME DIVIDEND FOR 2021 WITH CLEAR POTENTIAL FOR SIGNIFICANT FURTHER CASH RETURNS TO SHAREHOLDERS G4S plc (“G4S” or the “Company”) has today published its Second Defence Circular (“Circular”) in relation to the unsolicited Offer for G4S made by Garda World Security Corporation (“GardaWorld”). Highlights: G4S is a global leader in security servicesContinued strong trading performance for 2020Momentum for 2021: 73% of revenue growth covered by new contracts already won Confidence in achieving financial targets, including: Revenue growth of 4-6% per annum Profit(1) margin expansion to 7% in the medium term(2)Free cash flow in excess of £1bn from 2021-2025(2)Leverage of 2.0-2.5x Resume dividend for 2021 and beyondClear potential for significant further cash returns to shareholdersPotential for significant re-rating        John Connolly, Chairman of G4S, said: “G4S has a bright future as an independent company with significant value upside for shareholders. The Board believes that G4S has significant potential to re-rate as a result of its above-market growth outlook, higher margins from integrated security services and the material value upside in Retail Cash Solutions. The Company’s resilient performance and positive outlook enables it to resume the dividend for 2021 and provides clear potential for significant further cash returns to shareholders. The GardaWorld Offer does not remotely reflect G4S’s fundamental value, let alone its value to GardaWorld and BC Partners.  We urge shareholders to take no action in relation to GardaWorld’s Offer.” Ashley Almanza, Chief Executive Officer of G4S, said: “G4S has fundamentally refocused and repositioned its business and is today a global leader in security services with an unmatched market footprint and industry-leading capabilities. Our sustained focus on technology and high value integrated security clearly differentiates G4S in the marketplace and has delivered robust results in the first nine months of this year with strong cash flow and underlying earnings ahead of last year. Our momentum remains very good with contracts won and retained year to date that have an annual value of £2.5 billion. G4S is now well-positioned to accelerate sustainable profitable growth, and we are  confident that we will deliver our financial targets including free cash flow in excess of £1 billion from 2021 to 2025.(2) That confidence is reflected in our intention to resume dividends for 2021.” The Circular, which is attached, can also be accessed via www.g4s.com/seconddefence. A copy of this announcement will be available at www.g4s.com/gardaresponse. The letter from the Chairman of the Board of G4S to G4S shareholders, set out in the Circular, is extracted below. LETTER TO G4S SHAREHOLDERS FROM THE CHAIRMAN OF G4S G4S plc5th FloorSouthside105 Victoria StreetLondonSW1E 6QT T:+44 (0)207 963 3100 25 November 2020 Dear Shareholder, I wrote to you on 29 October 2020, setting out the reasons why the Board of G4S unanimously rejected GardaWorld’s wholly inadequate Offer of 190 pence per share on the basis that it significantly undervalues G4S and is not in the interests of shareholders and other stakeholders. I am writing to you today to update you on the Company’s position, performance and prospects. We continue to urge you to reject GardaWorld’s Offer. G4S is an outstanding business with excellent prospects. This document sets out why we have a high degree of confidence in our ability to deliver value for our shareholders and our other stakeholders: We are confident in achieving our financial targets, including: Revenue growth of 4-6% per annumProfit(1) margin expansion to 7% in the medium term(2)Free cash flow in excess of £1bn from 2021-2025(2)Leverage of 2.0-2.5x Reflecting our confidence in the Company’s outlook, we intend to resume dividends for 2021 and beyondWe are committed to disciplined capital allocation. There is clear potential for significant further cash returns to shareholders, arising from both strong free cash flow generation and any disposal proceeds. As the equity market recovers from the pandemic, and as we successfully execute on our strategic and financial plan, we firmly believe that G4S is well positioned to re-rate, at least in line with the valuation multiple of Securitas, our closest peer. We believe that GardaWorld and BC Partners have a clear understanding of the strengths of G4S and recognise that G4S is well positioned to generate substantial free cash flow for you, our shareholders. GardaWorld is seeking to use G4S’s strong balance sheet and healthy cash flows to finance their purchase of your Company. Furthermore they are capitalising on the impact of COVID-19 on UK equities to make an opportunistic and wholly inadequate Offer. We strongly urge shareholders to take absolutely no action in relation to GardaWorld’s Offer. G4S is an outstanding business G4S is a global leader with a clear and compelling strategy. We have an unmatched global footprint and an excellent position in the growing market for security. The Group’s global blue-chip customers provide a high quality revenue base and we continue to leverage technology and software alongside risk consulting and data analytics services to deliver integrated security solutions for our customers. We also have a unique, high margin, rapidly growing Retail Cash Solutions business which offers substantial value upside for shareholders. We are immensely proud of our global workforce of over half a million people who work tirelessly to keep our customers and communities safe. You own an outstanding business with a bright, independent future. Confidence in achieving our financial targets As a result of the fundamental repositioning of the Company and the strength of our competitive capabilities we are confident in our ability to meet our financial targets. The competitive strength of the Company is reflected in the excellent performance of the business in 2020 which has remained robust in the face of the global pandemic. Our underlying earnings for the 9 months to 30 September 2020 were ahead of the same period for 2019 and since then the Group has continued to trade well. This performance together with contracts won and retained, with an annual value of £2.5 billion, and a strong pipeline of additional opportunities provide us with substantial confidence in the outlook for 2021. Our highly competitive Integrated Security offering and our Retail Cash Solutions business provide us with confidence that we can grow revenues faster than the market, at 4-6% per annum. We are confident about enhancing our PBITA margin with a clear path to 7% in the medium-term(2). This is underpinned by an increasing proportion of revenues coming from our higher margin G4S Integrated Security offering, which combines technology, consulting and data analytics; from operational leverage as we grow our business; and from cost saving programmes. As a result, we are also confident in our ability to deliver more than £1bn of free cash flow from 2021-2025(2). Confidence in our ability to return significant cash to G4S shareholders The positive outlook for free cash flow generation enables us to resume dividends for 2021, while targeting leverage in the range of 2.0-2.5x. Specifically: Dividends to resume for 2021 onwards: the Board intends to resume dividends from 2021 onwards, in line with its existing dividend policy of attaining 2.0x cover; andAllocation of surplus capital: we are committed to disciplined capital allocation. There is clear potential for significant further cash returns to shareholders, arising from both strong free cash flow generation and any disposal proceeds. G4S is well positioned for a significant re-rating The Board believes that G4S has significant potential to re-rate, in particular: G4S has been fundamentally repositioned and today is a focused global leader in security;Our Secure Solutions business (93% of revenues) has a large Integrated Security business which is driving above market growth;In Retail Cash Solutions we have created a substantial, high-growth business with material value upside;The Company’s performance and prospects already compare very favourably with its closest peer, Securitas, which has traded at a 3 year average multiple of 10.5x LTM EBITDA pre COVID-19; andThe positive outlook for free cash flow generation supports significant cash returns to shareholders. In addition, the recent positive movement in global equity markets, above all in relation to value stocks, reflects the improving macro- economic outlook. GardaWorld’s Offer does not remotely reflect G4S’s fundamental value, let alone its value to GardaWorld and BC Partners In 2019, BC Partners, now the majority shareholder of GardaWorld, paid a multiple of 11.2x LTM EBITDA for its acquisition of GardaWorld. The 190p Offer for G4S is very significantly below this value at 7.7x LTM EBITDA, despite G4S being a far superior business to GardaWorld. GardaWorld would benefit immeasurably from the global scale that G4S would provide and from very significant operational and financial synergies. The Offer captures these benefits for BC Partners and GardaWorld, without providing you, the owners of G4S, with fair value. Acquiring G4S at a significant discount to fair value would quite simply allow BC Partners and GardaWorld to acquire a global leader in security at your, our shareholders’, expense. TAKE NO ACTION Your Board believes that G4S has a bright future as an independent company with significant value upside for G4S shareholders. 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. Lazard and Citi are providing independent financial advice to the Board for the purposes of Rule 3 of the Takeover Code. Accordingly, the Board unanimously recommends that you should take no action in relation to the Offer and that you should not sign any document which GardaWorld or its advisers send to you. Your Directors will not be accepting GardaWorld’s Offer in respect of their own beneficial shareholdings. Yours sincerely, John ConnollyChairman of the Board of Directors Unless otherwise stated, the words and phrases used in this announcement have the meanings given to the appendices of the Circular. 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 Circular. (1) PBITA(2) Aspirational target which should not be construed as a profit forecast under the Takeover Code or interpreted as such.  For further enquiries, please contact:   Helen ParrisDirector of Investor Relations+44 (0) 207 9633189 Media enquiries  Sophie McMillanHead of Media+44 (0) 759 5523483Press office +44 (0) 207 9633333 G4S Joint Lead Financial Advisers Citigroup Global Markets Limited J.P. Morgan Cazenove G4S Financial AdvisersLazard & 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 (“Lazard”), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, 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 nor for providing advice in relation to the matters set out in this announcement. Neither Lazard 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 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 RequirementsUnder 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 DisclosureIn 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. Attachment G4S Second defence circular

  • Globe Newswire

    G4S plc - Retail Cash Solutions

    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 16 November 2020 G4S plc (“G4S” or the “Company”)Retail Cash Solutions (“RCS”) The Board of G4S (the “Board”) announces that, today, the Company has published an online presentation http://www.g4s.com/RCS on its market-leading Retail Cash Solutions (RCS) business. G4S Chief Executive Officer Ashley Almanza commented: “In Retail Cash Solutions we have created a market-leading and extremely valuable business which has grown very strongly and profitably since we launched in 2015, producing $170 million of revenue and $30 million PBITA in 2019. Through our patented KOYUSTM software, RCS delivers a unique customer value proposition and we have established high and sustainable barriers to entry. We are highly confident in the ability of RCS to grow revenue at 25% per annum over the medium-term, attaining more than $600 million by 2025. And with a huge addressable market of $13 billion, RCS has significant further potential. With its patented technology and strong growth, margins and cash flow conversion, RCS benchmarks favourably with financial technology and software services businesses that command premium ratings of over 20x 2021E EBIT in the market today. We believe that RCS provides G4S shareholders with material value upside.” The Board of G4S believes that RCS represents exceptional unrecognised value within G4S. RCS is revolutionising global cash management with the potential to generate significant returns for G4S shareholders. Key highlights include: Clear leadership in a large addressable market;Unique proposition and recurring revenue model;High and sustainable barriers to entry;Very attractive financial characteristics; andMaterial value upside RCS significantly improves the efficiency, control and convenience of cash handling for retailers. Created and organically grown by G4S since 2015, RCS today manages more than $2 billion of cash on behalf of customers across c.10,000 installed locations in North America. RCS provides substantial benefits to customers and through its patented KOYUSTM software platform has created high and sustainable barriers to entry. In 2019 RCS generated service gross margins of 34% and PBITA of $30 million. Our proprietary product and services can be rolled out to other geographic markets, and the total global opportunity exceeds $13 billion. The Board has a number of clear medium-term financial targets for RCS which are set out below: Growth – revenue growth of 25% per annumServices Gross Margin – 35-40% services gross margin1Profitability – PBITA margin of 15-20%1,2Free Cash Flow – over 100% FCF conversion per annum1,3 G4S is proud to have created this industry-leading software and service business, which delivers a number of valuable benefits for its customers, including, but not limited to: Reducing labour costs by 80%;Reducing deposits by 50%;Improving working capital with bank-owned cash4 and same day credit;Reducing transport costs by 40-60%;Freeing up to 80% of idle cash;Minimising cash leakage; andMaximising cash visibility and security RCS already has a large number of existing contracts with blue-chip customers including four out of the top 10 US-based retailers, some of the largest in the world. RCS’s technology is integrated within customer cash handling devices, financial institutions and back office reconciliation systems to drive cash automation and optimisation. Clear leadership in a large addressable marketThe economics of cash management create an enormous market for RCS. Two trillion dollars of cash is currently in circulation in the US and approximately 70% of all payments globally are made in cash. The cost of managing cash to retailers and banks is high with more than $96 billion spent annually on retail cash handling in the US and Canada, equating to 9% of retail cash receipts, and with 5-10% of bank operating costs relating to cash handling. RCS offers a significantly more efficient option for retailers with the added benefit of enhanced ease and control. G4S believes that the total addressable market (revenue opportunity) for RCS today is approximately $13.3 billion, comprising US Retail ($5.0 billion), US Banking Sector ($3.3 billion) and International ($5.0 billion). The Board of G4S believes that RCS has a unique and highly differentiated offering which is unmatched by competitors.  When compared to software peers, hardware peers or traditional CIT players, competitors have a much narrower competitive offering, focused either on balancing and reconciliation or on logistics. Unique proposition and recurring revenue modelRCS is a proprietary software and service platform which generates a fee per store, per month, with long-term contracts which are typically between 5-7 years in duration. These contracts underpin rapidly growing recurring service revenues for RCS, with recurring revenue of $117m achieved in 2019. Reflecting RCS’s unique, patented technology, G4S has confidence in future contract renewals with a contract retention rate in excess of 99% achieved on existing contracts. RCS’s business model provides a highly visible growth profile. Despite a temporary pause in new installations due to the pandemic, RCS won a material new US contract, announced on 14 October 2020, and has a substantial revenue backlog. The business has now recommenced the roll out of its industry leading software and service solution across 11,450 new locations in North America. RCS has an asset-light business model and cash handling devices are typically purchased and owned by retailers and managed by RCS. High and sustainable barriers to entryThe Board believes that RCS has a significant and sustainable competitive advantage. RCS today has undisputed leadership in the US big box market and our small box proposition is winning significant new customers. Our proprietary software platform (KOYUSTM) and sophisticated banking partnerships are embedded within the RCS solution making it very difficult for another player to replicate G4S’s position. Our software is patented and the type of banking partnerships held by RCS require long and complex diligence processes in order to allow live data to be used in both retailer and banking accounting systems. Very attractive financial characteristicsRCS has good revenue visibility from its rapidly growing installed base and a large order book provides confidence in our growth target. In addition to the 11,450 order book of installations, RCS has also agreed pilot programmes with new customers covering around 10,850 stores and is in active discussion with customers representing more than 10,000 additional stores. As a result, around 85% of 2021 revenue is already committed5, and G4S has a strategic roadmap for its targeted revenue in excess of $600m in 2025. Material value upsideRCS benchmarks favourably with other financial technology and software services companies across key financial and operational metrics: growth;profitability;revenue visibility and sustainability;end-market dynamics; andbarriers to entry Financial technology and software companies command a premium valuation in the market today of more than 20x 2021E EBIT. The Board therefore firmly believes that RCS provides G4S shareholders with material value upside. 1 Aspirational target which should not be construed as a profit forecast under the Takeover Code or interpreted as such. 2 Margin can vary within this range depending on investment in growth.3 Free cash flow as a percentage of PBITA.4 Big box only.5 Percentage of forecast revenue. APPENDIX IDEFINITIONS big box locationslarge format storesCAGRcompound annual growth rateCircularG4S’s response circular dated 29 October 2020 which is available on G4S’s website at www.g4s.comEBITearnings attributable to equity shareholders before interest and tax GroupG4S and its subsidiary undertakings and, where the context permits, each of themFree Cash Flow or FCFmovement in net debt before foreign exchange movements excluding the impact of acquisitions and disposals of subsidiaries/businesses and dividends paid to equity holders of the parentLatest Practicable Date11 November 2020 (being the latest practicable date prior to the publication of this document)medium box locationsmedium format storesPBITAprofit before interest, tax and amortisation as interpreted in accordance with paragraph 4 of Appendix IVpilot programmespaid product trials with new customerspipeline unit installation opportunities from upcoming contract tendersRCS or Retail Cash Solutions the Group’s retail cash solutions business in North Americaservice revenuerevenue from a monthly subscription to cash management software and service platform  small box locationssmall format stores APPENDIX IIBASES AND SOURCES 1                   Rounding Values in this announcement have been rounded and accordingly may not add up to 100%. As a result of this rounding, the totals of the data presented in this document may vary slightly from the actual arithmetic totals of such data. Values are given to the stated number of decimal places. 2                   Currency Unless otherwise stated USD or $ refers to US Dollars. 3                   Presentation of information Unless otherwise stated consensus revenue and EBIT estimates and foreign exchange rates are sourced from FactSet Europe Limited (“FactSet”) as at the Latest Practicable Date. 4                   Information relating to G4S Unless otherwise stated: (i)            adjusted measures of profit and earnings are stated before the effects of separately disclosed and specific items; the related tax effects; and tax-specific charges or credits which have a material impact, such as those arising from changes in tax legislation; (ii)           references to PBITA are to “Adjusted PBITA”, which excludes the effect of separately disclosed items (being restructuring and separation costs, goodwill impairment, amortisation of acquisition-related intangible assets and profits or losses on disposal or closure of businesses) and specific items, which the Group believes should be disclosed separately by virtue of their size, nature or incidence, as explained on page 53 of G4S’s integrated report and accounts, 2019; (iii)          Free Cash Flow or FCF is calculated as movement in net debt before foreign exchange movements excluding the impact of acquisitions and disposals of subsidiaries / businesses and dividends paid to equity holders of the parent. Free Cash Flow or FCF Conversion is calculated as Free Cash Flow as a proportion of PBITA; and 5                   Additional Information 5.1              RCS has approximately 150 employees which is based on the employees that are working exclusively for Retail Cash Solutions as at September 2020 and is sourced from G4S’s internal reporting. 5.2              RCS has partnerships with 7 banks that are supporting retail customers as part of the RCS programme, and banks are generally reluctant to have multiple partners due to the long and complex diligence processes required as part of onboarding. 5.3              RCS has partnerships with 4 of the 5 largest US banks which is based on 4 of the banks with whom RCS has a partnership ranking among the top 5 largest US banks by consolidated assets, sourced from the list of Insured US Chartered Commercial Banks as of 30 June 2020 published by the Federal Reserve and available at https://www.federalreserve.gov/releases/lbr/current/.   5.4              Banks represent a new sales channel for RCS. 5.5              RCS has an ongoing pilot in the US Banking sector. 5.6              The Group incurs no loss on initial sale of the cash handling device which is sourced from G4S’s internal reporting. 5.7              The reference to a 70% increase in cash holding for big box cash retailer customers  is based on the first five months of 2020 and is sourced from G4S’s internal reporting. 5.8              12 customers make up the committed order book of installations which is sourced from G4S’s internal reporting. 5.9              43 customers make up the pilot programmes and pipeline which is sourced from G4S’s internal reporting. 5.10          RCS’s high margins are driven by: (i)            scale benefits with hardware providers; (ii)           further cost reduction opportunities from large installed base, where the reference to a large installed based is sourced and based in section 6.19; (iii)          pricing opportunities given market leadership, where the reference to market leadership is sourced and based in section 6.1; (iv)         well-invested technology; and (v)          high operating leverage, which is based on revenue growing at c.4x the rate of selling, general and administrative expenses between 2014 and 2019, and is sourced from G4S's internal reporting. 5.11          RCS’s recurring revenues increase as service revenues represent a higher proportion of total revenue. 6                   Bases and sources 6.1              The reference to RCS being market-leading refers to RCS’s leadership of the US big box market, based on number of big box installations and is sourced from G4S’s internal reporting. 6.2              The reference to RCS’s strong growth is based on revenue growth of 24% in 2019, which is calculated on the basis of total revenue growth excluding pass-through revenue (rounded to zero decimal places) and which is sourced from G4S’s internal reporting. 6.3              The reference to RCS producing $170 million revenue in 2019 is a reference to underlying revenue and is sourced and based in paragraph 6.48 of Appendix II of the Circular. Underlying results are defined as the adjusted results of the Group (i.e. stated before the effect of specific and separately disclosed items) excluding the results of onerous contracts and businesses that have been sold or closed in the current and comparative years. 6.4              The reference to RCS producing $30 million PBITA in 2019 is sourced and based in paragraph 6.49 of Appendix II of the Circular. 6.5              The reference to RCS’s patented KOYUSTM software refers to RCS’s 9 patents and 19 copyrights / trademarks (which comprises both registered and pending copyrights / trademarks) which is based on RCS having: (i)            9 pending patent applications for different inventions; (ii)           4 trademarks (comprising both registrations and pending registrations); and (iii)          15 copyrights (comprising both registrations and pending registrations), each of which is sourced from G4S’s internal reporting. 6.6              The reference to RCS delivering a unique customer value proposition is based on RCS management’s internal assessment of the capabilities and offerings of its main competitors in its addressable market. Across its product and service offerings (including end-to-end solutions, breadth of customer offering, proprietary software, and banking partners and integration), this compares Retail Cash Solutions to: (i)            software peers, encompassing businesses whose offering focusses on providing retail cash software services; (ii)           hardware peers, encompassing businesses whose offering focusses on providing retail cash hardware products; and (iii)          traditional CIT peers, encompassing businesses whose offering focusses on the physical transfer of cash and items of value from one location to another. 6.7              The reference to RCS targeting revenue growth of 25% per annum over the medium-term, and revenue in excess of $600m in 2025 is based on the following strategic roadmap: (i)            Grow big box by (a) increasing market penetration in US / Canada; (b) winning product proposition; and (c) pricing opportunity as customer base expands; (ii)           Grow small and medium box by expanding to medium and large retailers with small box format; (iii)          Expand product and services by (a) commercialising new banking sector hardware and software solution; and (b) continuing to scale banking relationships, enhancing value proposition to retailers; and (iv)         Expand internationally by (a) expanding outside of the US with existing and new customers; and (b) taking advantage of significant whitespace opportunity with c.70% of worldwide transactions settled in cash, which is sourced and based in section 6.33. 6.8              The reference to a huge addressable market of $13 billion refers to the total addressable market (being US Retail, US Banking Sector and International) and is sourced and based as follows (the numbers below are rounded to one decimal place and total $13.3bn): (v)          $5.0bn US Retail which is sourced and based in paragraph 6.50 of Appendix II of the Circular; (vi)         $3.3bn US Banking Sector which is based on G4S’s internal analysis which is based on 2017 US census data; and (vii)        $5.0bn International which is based on an assessment provided to RCS by a third party consultant. 6.9              The reference to patented technology is sourced and based in section 6.5. 6.10          The reference to RCS’s strong growth rates is sourced and based in section 6.2. 6.11          The reference to RCS having strong margins is based on a 2019 PBITA margin of 18% (rounded to zero decimal places) which is based on: (i)            2019 revenue of $170m which is sourced and based in section 6.3; and (ii)           2019 PBITA of $30m which is sourced and based in paragraph 6.49 of Appendix II of the Circular. 6.12          The reference to strong cash flow conversion is based on 113% Free Cash Flow conversion (which is rounded to zero decimal places) in 2019 which is based on: (i)            2019 Free Cash Flow of $34.0m; and (ii)           2019 PBITA of $30.1m. in each case sourced from G4S’s internal reporting. 6.13          The reference to financial technology and software services companies commanding a premium rating of over 20x 2021E EBIT is sourced and based as follows (rounded to one decimal place): (i)            FIS’s EV / 21E EBIT of 20.5x, which is based on: (a) an EV of $107,493m, which is based on a market capitalisation of $89,074m (sourced from Bloomberg as at the Latest Practicable Date), plus short-term borrowings of $3,144m (page 2), plus current portion of long-term debt of $1,832m (page 2), plus long-term debt excluding current portion of $15,213m (page 2), plus redeemable noncontrolling interest of $176m (page 2), plus noncontrolling interest of $14m (page 2), minus cash and cash equivalents of $1,826m (page 2), minus investments of $134m (page 20) in each case sourced from FIS’s Form 10-Q SEC Filing for the quarterly period ended 30 September 2020; and (b) 2021 median consensus EBIT of $5,245m, sourced from FactSet as at the Latest Practicable Date; (ii)           Fiserv’s EV / 21E EBIT of 17.5x, which is based on: (a) an EV of $90,525m, which is based on a market capitalisation of $71,978m (sourced from Bloomberg as at the Latest Practicable Date), plus short-term and current maturities of long-term debt of $365m, plus long-term debt of $20,894m, plus redeemable noncontrolling interest of $260m, plus noncontrolling interest of $737m, minus cash and cash equivalents of $937m, minus investments in unconsolidated affiliates of $2,772m, in each case sourced from page 3 of Fiserv’s Form 10-Q SEC Filing for the quarterly period ended 30 September 2020; and (b) 2021 median consensus EBIT of $5,183m, sourced from FactSet as at the Latest Practicable Date; (iii)          Temenos’ EV / 21E EBIT of 29.7x, which is based on: (a) an EV of $10,193m, which is based on a market capitalisation of $9,182m (sourced from Bloomberg as at the Latest Practicable Date), plus current borrowings of $24.56m, plus non-current borrowings of $1,089.472m, plus retirement benefit obligations of $12.228m which are taxed at the Switzerland corporate tax rate of 14.84% (sourced from the KPMG corporate tax rate tables, available at https://home.kpmg/xx/en/home/services/tax/tax-tools-and-resources/tax-rates-online/corporate-tax-rates-table.html), minus cash and cash equivalents of $113.338m, in each case sourced from page 7 of Temenos’s Q3 2020 Results Press Release; and (b) 2021 median consensus EBIT of $343m, sourced from FactSet as at the Latest Practicable Date; (iv)         ACI Universal Payments’ EV / 21E EBIT of 26.3x, which is based on: (a) an EV of $4,919m, which is based on a market capitalisation of $3,803m (sourced from Bloomberg as at the Latest Practicable Date), plus borrowings of $1,268.555m (page 17), minus investments in associates of $18.8m (page 11), minus cash and cash equivalents of $133.845m (page 3), in each case sourced from ACI Universal Payments’ Form 10-Q SEC Filing for the quarterly period ended 30 September 2020; and (b) 2021 median consensus EBIT of $187m, sourced from FactSet as at the Latest Practicable Date; (v)          Bottomline Technologies’ EV / 21E EBIT of 24.3x, which is based on: (a) an EV of $1,931m, which is based on a market capitalisation of $1,934m (sourced from Bloomberg as at the Latest Practicable Date), plus borrowings of $180m, minus cash, cash equivalents and marketable securities of $197.425m, in each case sourced from page 9 of Bottomline Technologies’ Q1 2020 Earnings Press Release for the quarterly period ending 30 September 2020, plus a pension liability of $20.259m, sourced from page 71 of Bottomline Technologies’ Form 10-K SEC Filing for the annual period ended 30 June 2020, which is taxed at the US corporate tax rate of 27.0% (sourced from the KPMG corporate tax rate tables, available at https://home.kpmg/xx/en/home/services/tax/tax-tools-and-resources/tax-rates-online/corporate-tax-rates-table.html); and (b) 2021 median consensus EBIT of $80m, sourced from FactSet as at the Latest Practicable Date; and (vi)         an average EV / 21E EBIT of 23.6x (rounded to one decimal place) based on paragraphs (i) – (v) above. 6.14          The reference to RCS’s clear leadership is sourced and based in section 6.1. 6.15          The reference to a large addressable market is sourced and based in section 6.8. 6.16          The reference to RCS having a recurring revenue model is based on c.75% average service revenue (expressed as a percentage of total revenue, excluding pass-through revenue) in 2018, 2019 and 2020 (projected) and is sourced from G4S’s internal reporting. Service revenues, because they are subscription-based, are recurring in nature. 6.17          The reference to very attractive financial characteristics refers to RCS’s 2019 PBITA margin of 18% and cash conversion of 113%, sourced and based in sections 6.11 and 6.12. 6.18          The reference to more than $2 billion cash managed is based on the volume of cash managed in customers’ stores as at 18 May 2020 and is sourced from G4S’s internal reporting. 6.19          The reference to c.10,000 installed locations is based on the total number of big box locations and small box locations in North America and is sourced from G4S’s internal reporting. 6.20          The reference to patented KOYUSTM software is sourced and based in section 6.5. 6.21          The reference to service gross margins of 34% (rounded to zero decimal places) in 2019 is calculated on the basis of: (i)            2019 gross profit for services of $40.2m; and (ii)           2019 services revenue of $116.8m; in each case sourced from G4S’s internal reporting. 6.22          The reference to RCS generating PBITA of $30 million is sourced and based in section 6.2. 6.23          The reference to total global opportunity exceeding $13 billion is sourced and based in section 6.8. 6.24          The reference to RCS being industry-leading is sourced and based in section 6.1. 6.25          The reference to “Reducing labour costs by 80%” is sourced and based in paragraph 6.52(i) of Appendix II of the Circular; 6.26          The reference to “Reducing deposits by 50%” is sourced and based in paragraph 6.52(ii) of Appendix II of the Circular; 6.27          The reference to “Improving working capital with same day credit” is sourced and based in paragraph 6.52(v) of Appendix II of the Circular; 6.28          The reference to “Reducing transport costs by 40-60%” is sourced and based in paragraph 6.52(iii) of Appendix II of the Circular; and 6.29          The reference to “Freeing up to 80% of idle cash” is sourced and based in paragraph 6.52(iv) of Appendix II of the Circular. 6.30          The reference to RCS having four out of the top ten US-based retailers as customers is based on the relevant RCS customers’ rankings among the top ten largest US retailers by 2019 revenue, sourced from the Top 100 Retailers 2020 List published by the National Retail Federation, available at https://nrf.com/resources/top-retailers/top-100-retailers/top-100-retailers-2020-list.   6.31          The reference to the largest retailers in the world is based on RCS having customers ranking in the top 15 global retailers, based on the top global retailers by 2019 revenue, sourced from the Top 50 Global Retailers 2020 List published by the National Retail Federation, available at https://nrf.com/resources/top-retailers/top-50-global-retailers/top-50-global-retailers-2020.  6.32          The reference to two trillion dollars of cash currently being in circulation in the US is based on $1.99tn of Federal Reserve notes in circulation as at the Last Practicable Date, rounded to one significant figure, and sourced from the federal reserve currency website, available at https://www.federalreserve.gov/faqs/currency_12773.htm. 6.33          The reference to approximately 70% (rounded to one significant figure) of all payments globally being made in cash is based on the 2019 share of global payment transactions executed in cash and is sourced from page 6 of The 2020 McKinsey Global Payments Report, available at https://www.mckinsey.com/~/media/mckinsey/industries/financial%20services/our%20insights/accelerating%20winds%20of%20change%20in%20global%20payments/2020-mckinsey-global-payments-report-vf.pdf. 6.34          The reference to more than $96bn spent annually on retail cash handling in the US and Canada is based on the amount spent in 2017 is sourced from page 10 of the “Cash Multipliers: How reducing the costs of cash handling can enable retail sales and profit growth” report published by IHL Group in 2018. 6.35          The reference to 9% of retail cash receipts spent on cash handling (rounded to one significant figure) is based on the percentage in 2017 and is sourced from page 10 of the “Cash Multipliers: How reducing the costs of cash handling can enable retail sales and profit growth” report published by IHL Group in 2018. 6.36          The reference to 5-10% of bank operating costs relating to cash handling is based on the percentage in 2018 and sourced from the article “Attacking the cost of cash” published by McKinsey on 20 August 2018 and available at https://www.mckinsey.com/industries/financial-services/our-insights/attacking-the-cost-of-cash. 6.37          The reference to the total addressable market (revenue opportunity) for RCS being approximately $13.3 billion, comprising US Retail ($5.0 billion), US Banking Sector ($3.3 billion) and International ($5.0 billion) is sourced and based in section 6.8. 6.38          The reference to RCS having a unique and highly differentiated offering which is unmatched by competitors is sourced and based in section 6.6. 6.39          The reference to long-term contracts which are typically between 5-7 years in duration is based on the typical contract length of all RCS customer contracts and is sourced from G4S’s internal reporting. 6.40          The reference to rapidly growing service revenues is based on RCS having generated service revenue of $36m in 2016 and $117m in 2019 which is based on annual service revenues (which, because they are subscription-based, are recurring in nature), rounded to the nearest million and sourced from G4S’s internal reporting. This equates to a CAGR of 48% (rounded to zero decimal places). 6.41          The reference to recurring service revenue of $117 million in 2019 is sourced and based in section 6.40. 6.42          The reference to RCS’s unique patented technology is sourced and based in section 6.5. 6.43          The reference to a contract retention rate in excess of 99% having been achieved on existing contracts is based on only one retailer’s contract having been terminated prior to the expiry date of the contract and is sourced from G4S’s internal reporting. 6.44          The reference to RCS’s industry-leading software-and-service solution is based on technology that comprises: (i)            proprietary cloud-based cash management software, which automates the compilation of cash till floats and processing; (ii)           in-store accounting and banking systems, which are deeply embedded in customers’ systems; (iii)          automatic bank account crediting, where the retailer obtains same day credit for cash; and (iv)         end-of-day reporting and prediction tools, that use sophisticated AI and machine learning to drive efficiency. 6.45          The reference to an order book of 11,450 new locations comprises: (i)            the order book of c.10,500 which is sourced and based in paragraph 6.51 of Appendix II of the Circular; and. (ii)           a further order book as at the Last Practicable Date of c.950 which is sourced from G4S’s internal reporting. 6.46          The reference to RCS’s significant and sustainable competitive advantage is sourced and based in section 6.6. 6.47          The reference to undisputed leadership in the US big box market is sourced and based in section 6.1. 6.48          The references to KOYUSTM and to patented software is sourced and based in section 6.5. 6.49          The reference to RCS’s rapidly growing installed base is sourced from G4S’s internal reporting and based as follows (numbers are rounded to the nearest 50 units): (iii)          2016 installed base of 3,900 units; (iv)         2017 installed base of 6,050 units; (v)          2018 installed base of 6,900 units; (vi)         2019 installed base of 8,300 units; (vii)        2020 installed base of 10,000 units; and (viii)       2021-2023 projected installed base of c.42,450, based on: (a) the 2020 installed base of 10,000 units; (b) a committed order book of c.11,450 units; (c) pilots with new customers of c.10,850 units, of which c.4,800 are currently running and c.6,050 are committed but not yet started; and (d) a pipeline of opportunities of c.10,150 units. 6.50          The references to a large order book and to an order book of c.11,450 installations are sourced and based in section 6.45. 6.51          The reference to pilot programmes with new customers covering around 10,850 stores is based on: (i)            c.4,800 pilot programmes that are currently running; and (ii)           c.6,050 pilot programmes that are committed but have not yet started, in each case sourced from G4S’s internal reporting. 6.52          The reference to active discussions with customers representing more than 10,000 additional stores is based on c.10,150 stores and sourced from G4S’s internal reporting. 6.53          The reference to c.85% of 2021 revenue already committed is based on the percentage of forecast 2021 revenue that is already committed (which comprises service revenue from existing contracts, and equipment and service revenue from the order book) and is sourced from G4S’s internal reporting. 6.54          The reference to financial technology and software services companies commanding a premium valuation of more than 20x 2021E EBIT is sourced and based in section 6.13. FURTHER INFORMATION   For further enquiries, please contact:  Helen ParrisDirector of Investor Relations+44 (0) 207 9633189 Media enquiries  Sophie McMillanHead of Media+44 (0) 759 5523483Press office +44 (0) 207 9633333 G4S Joint Lead Financial Advisers Citigroup Global Markets Limited J.P. Morgan Cazenove G4S Financial AdvisersLazard & 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 (“Lazard”), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, 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 nor for providing advice in relation to the matters set out in this announcement. Neither Lazard 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 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 RequirementsUnder 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 DisclosureIn 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.