G4S PLC G4s International Finance Plc Announces Results Of Tender Offers And Proposals For, And Early Redemption Of Notes Due...

 
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THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (REGULATION (EU) NO. 596/2014, AS AMENDED), AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

G4S International Finance plc announces results of tender offers and proposals for, and early redemption of, its EUR500,000,000 1.50 per cent. Notes due 2023, EUR500,000,000 1.50 per cent. Notes due 2024 and EUR550,000,000 1.875 per cent. Notes due 2025

18 June 2021. On 20 May 2021, G4S International Finance plc (the Issuer) announced separate invitations to:

   (i)        holders (the Noteholders) of (a) the EUR500,000,000 1.50 per cent. Notes due 2023 (ISIN: XS1515216650) (the 2023 Notes), (b) the EUR500,000,000 1.50 per cent. Notes due 2024 (ISIN: XS1619992883) (the 2024 Notes), and (c) the EUR550,000,000 1.875 per cent. Notes due 2025 (ISIN: XS1824462896) (together with the 2023 Notes and the 2024 Notes, the Notes and each series of the Notes, a Series), each issued by the Issuer and guaranteed by G4S plc (the Company), to tender any and all of their Notes for purchase by the Issuer for cash (each such invitation referred to in this paragraph (i), an Offer and together the Offers); and 
   (ii)        Noteholders of each Series to approve, by Extraordinary Resolution, the modification of the terms and conditions of the relevant Series (in respect of each Series, the Conditions) to provide for the Issuer to redeem (the Issuer Early Redemption) all, but not some only, of the relevant Series that remains outstanding (if any) on completion of the relevant Offer (each such invitation referred to in this paragraph (ii), a Proposal and together the Proposals). 

The Offers and Proposals were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 20 May 2021 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Results of the Offers

The Offers expired at 9.00 a.m. (London time) today, 18 June 2021 (the Expiration Deadline). As at the Expiration Deadline, the aggregate nominal amount of each Series shown in the table below had been validly tendered for purchase pursuant to the Offers. The Issuer has decided to accept for purchase all Notes validly tendered pursuant to the Offers.

Pursuant to the Offers, the Issuer will pay:

   (a)        to each Noteholder who validly tendered its Notes by 10.00 p.m. (London time) on 3 June 2021 (the Early Tender Deadline), the Total Early Tender Consideration for the relevant Series (which includes the applicable Early Tender Payment and the applicable Purchase Price), as shown in the table below; and 
   (b)        to each Noteholder who validly tendered its Notes after the Early Tender Deadline but before the Expiration Deadline, the Purchase Price for the relevant Series, as shown in the table below. 

The Issuer will also pay an Accrued Interest Payment in respect of those Notes accepted for purchase pursuant to the Offers.

Settlement of the Offers is expected to take place on 21 June 2021 (the Settlement Date).

 
                   Description of                        ISIN /     Nominal Amount   Total Early     Early    Purchase 
                      the Notes                        Common Code   Tendered and       Tender       Tender    Price* 
                                                                     Accepted for   Consideration*  Payment* 
                                                                       Purchase 
----------------------------------------------------  ------------  --------------  --------------  --------  -------- 
EUR500,000,000 1.50 per cent. Notes due 2023 of the   XS1515216650  EUR471,678,000   102.125 per    2.00 per  100.125 
          Issuer guaranteed by the Company            / 151521665                       cent.        cent.      per 
                                                                                                               cent. 
EUR500,000,000 1.50 per cent. Notes due 2024 of the   XS1619992883  EUR486,272,000   103.375 per    3.00 per  100.375 
          Issuer guaranteed by the Company            / 161999288                       cent.        cent.      per 
                                                                                                               cent. 
EUR550,000,000 1.875 per cent. Notes due 2025 of the  XS1824462896  EUR532,426,000    104.50 per    4.00 per   100.50 
          Issuer guaranteed by the Company            / 182446289                       cent.        cent.      per 
                                                                                                               cent. 
 

* As a percentage of the nominal amount of the relevant Notes.

Results of the Proposals

The Meetings to consider the Proposals were held earlier today, 18 June 2021, and NOTICE IS HEREBY GIVEN to the Noteholders that:

   (a)        at each Meeting, the relevant Extraordinary Resolution was duly passed and the relevant Proposal approved; 
   (b)        the Supplemental Trust Deed referred to in each Extraordinary Resolution has been executed by the Issuer, the Company and the Trustee, and the Conditions applicable to each Series have been modified accordingly; and 
   (c)        the Issuer will redeem all Notes (other than those Notes that have been accepted for purchase by the Issuer pursuant to the Offers) pursuant to the Issuer Early Redemption on 22 June 2021 at the Early Redemption Amount for the relevant Series, as shown in the table below, together with Accrued Interest. 

The Issuer will pay to each Noteholder who submitted a valid Voting Only Instruction in favour of the relevant Proposal by the Early Tender Deadline the Early Consent Fee for the relevant Series, as shown in the table below. The relevant Early Consent Fee will be paid by the Issuer to eligible Noteholders on the Settlement Date.

 
                   Description of                        ISIN /       Early      Early 
                      the Notes                        Common Code  Redemption  Consent 
                                                                     Amount *    Fee * 
----------------------------------------------------  ------------  ----------  ------- 
EUR500,000,000 1.50 per cent. Notes due 2023 of the   XS1515216650   100.125     2.00 
          Issuer guaranteed by the Company            / 151521665   per cent.     per 
                                                                                 cent. 
EUR500,000,000 1.50 per cent. Notes due 2024 of the   XS1619992883   100.375     3.00 
          Issuer guaranteed by the Company            / 161999288   per cent.     per 
                                                                                 cent. 
EUR550,000,000 1.875 per cent. Notes due 2025 of the  XS1824462896  100.50 per   4.00 
          Issuer guaranteed by the Company            / 182446289     cent.       per 
                                                                                 cent. 
 

* As a percentage of the nominal amount of the relevant Notes.

General

All Notes which are purchased pursuant to the Offers or redeemed pursuant to the Issuer Early Redemption will be cancelled.

Citigroup Global Markets Limited (Attention: Liability Management Group; Telephone: [phone] (In Europe) / [phone] (United States Toll Free) / [phone] (United States Collect); Email: https://www.globenewswire.com/Tracker?data=GKCoHjGLTK3ZbcvYOkq9znJMxVPbmU1zc_xw7u3BrgRrHSMgLahIuuTV-QRpuEumSm1OwpJl7ANJXYpHjYviSkWqqn4YHA0IPx-CSWNyFLFnWp7g02BdTJE7TqNjI1ChxjeAhVePxMZlPndcTRUXUg== [e-mail]) is acting as Dealer Manager for the Offers and the Proposals, and Lucid Issuer Services Limited (Attention: Arlind Bytyqi; Telephone: [phone]; Email: https://www.globenewswire.com/Tracker?data=BxkfA64Nn6IGj9iwKDvQAM7S3Mv0V6g2UStJUhbjAqSOLg-gUzLpOUqpBv2LUhRxR_rsDo-NAUjCxrBztLecNQ== [e-mail]) is acting as Tender and Information Agent for the Offers and the Proposals.

This announcement is released by G4S International Finance plcand contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (Regulation (EU) No. 596/2014, as amended), as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) (UK MAR), encompassing information relating to the Offers and the Proposals described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended), this announcement is made by Celine Barroche, a director of G4S International Finance plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Issuer, the Company, the Dealer Manager and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.

If any Noteholder is unsure of the impact of the implementation of any Proposal or the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser.

(END) Dow Jones Newswires

June 18, 2021 07:27 ET (11:27 GMT)

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