G4S PLC G4s International Finance Plc - Notice Of Separate Meetings Of The Holders Of Outstanding Series Of Its Notes

 
TIDMGFS 
 
 
   THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF 
NOTEHOLDERS. IF ANY NOTEHOLDER IS IN ANY DOUBT AS TO THE ACTION IT 
SHOULD TAKE, IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, 
INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK 
MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT FINANCIAL, TAX OR 
LEGAL ADVISER. 
 
   G4S International Finance plc 
 
   (incorporated with limited liability in England and Wales) 
 
   (the Issuer) 
 
   NOTICE OF SEPARATE MEETINGS 
 
   of the holders of the following outstanding series of its notes 
 
 
 
 
                                                           ISIN/      Nominal Amount 
                                                        Common Code    Outstanding 
-----------------------------------------------------  -------------  -------------- 
 EUR500,000,000 1.50 per cent. Notes due 2023 of the   XS1515216650 
             Issuer guaranteed by G4S plc               / 151521665   EUR500,000,000 
 EUR500,000,000 1.50 per cent. Notes due 2024 of the   XS1619992883 
             Issuer guaranteed by G4S plc               / 161999288   EUR500,000,000 
EUR550,000,000 1.875 per cent. Notes due 2025 of the   XS1824462896 
             Issuer guaranteed by G4S plc               / 182446289   EUR550,000,000 
                 (together the Notes and each series of the Notes a 
                                       Series) 
 
 
   NOTICE IS HEREBY GIVEN that separate meetings (each a Meeting and 
together the Meetings) of the holders of each Series (the Noteholders), 
each convened by the Issuer, will be held via teleconference on 18 June 
2021 for the purpose of considering and, if thought fit, passing the 
following resolution, which will be proposed as an Extraordinary 
Resolution at the relevant Meeting in accordance with the provisions of 
the trust deed dated 1 May 2009, as subsequently modified, supplemented 
and/or restated from time to time in relation to the relevant Series 
(the Trust Deed), made between the Issuer, G4S plc (the Company) and 
Citicorp Trustee Company Limited (the Trustee) as trustee for the 
Noteholders, and constituting the Notes of each Series. The first 
Meeting (in respect of the EUR500,000,000 1.50 per cent. Notes due 2023 
(ISIN: XS1515216650)) will commence at 10.00 a.m. (London time) with 
subsequent Meetings in respect of each such other Series (in order of 
ascending ISIN number) being held at 15 minute intervals thereafter or 
after the completion of the preceding Meeting (whichever is later). 
 
   Capitalised terms used but not defined in this Notice have the meanings 
given to them in the Trust Deed or the terms and conditions of the 
relevant Series (the Conditions), as applicable. 
 
   EXTRAORDINARY RESOLUTION 
 
   "THAT this meeting of the holders of the outstanding [EUR500,000,000 
1.50 per cent. Notes due 2023 (ISIN: XS1515216650)]/[EUR500,000,000 1.50 
per cent. Notes due 2024 (ISIN: XS1619992883)]/[EUR550,000,000 1.875 per 
cent. Notes due 2025 (ISIN: XS1824462896)] (the Notes) of G4S 
International Finance plc (the Issuer) and guaranteed by G4S plc (the 
Company) constituted by the trust deed dated 1 May 2009, as subsequently 
modified, supplemented and/or restated from time to time in relation to 
the Notes (the Trust Deed), made between the Issuer, the Company and 
Citicorp Trustee Company Limited (the Trustee) as trustee for the 
holders of the Notes (the Noteholders), hereby: 
 
 
   1. assents to the modification of the terms and conditions of the Notes (as 
      set out in the Trust Deed) (the Conditions) to provide for all, but not 
      some only, of the Notes to be redeemed on the Early Redemption Date at 
      the Early Redemption Amount together with any accrued and unpaid interest 
      (each capitalised term not otherwise defined in this paragraph having the 
      meaning given in the Supplemental Trust Deed (as defined in paragraph 3 
      below)), all as set out in the Supplemental Trust Deed; 
 
   2. sanctions every abrogation, modification, variation or compromise of, or 
      arrangement in respect of, the rights of the Noteholders and/or 
      Couponholders against the Issuer and the Company, whether or not such 
      rights arise under the Trust Deed, the Notes or otherwise or involved in 
      or resulting from or to be effected by, the modifications referred to in 
      paragraph 1 of this Extraordinary Resolution and their implementation; 
 
   3. authorises, directs, requests, instructs and empowers the Trustee to: 
 
          1. concur in the modifications referred to in paragraph 1 of this 
             Extraordinary Resolution and, in order to give effect to and 
             implement such modifications, on or shortly after the passing of 
             this Extraordinary Resolution and the satisfaction of the 
             condition in paragraph 5 below, to execute a supplemental trust 
             deed (the Supplemental Trust Deed) in the form of the draft 
             produced to this meeting, with such amendments (if any) as may be 
             requested by the Issuer and approved by the Trustee, in its sole 
             discretion, or required by the Trustee in each case in order to 
             give effect to this Extraordinary Resolution; and 
 
          2. concur in, and execute and do all such other deeds, instruments, 
             acts and things as may be necessary, desirable or expedient, in 
             the sole discretion of the Trustee, to carry out and give effect 
             to this Extraordinary Resolution and the implementation of the 
             modifications referred to in paragraph 1 of this Extraordinary 
             Resolution; 
 
   4. discharges and exonerates the Trustee from any and all liability for 
      which it may have become or may become responsible under the Trust Deed 
      or the Notes (i) for acting upon this Extraordinary Resolution even 
      though it may subsequently be found that there is a defect in the passing 
      of this Extraordinary Resolution or that for any reason this 
      Extraordinary Resolution is not valid or binding on the Noteholders and 
      (ii) in respect of any act or omission in connection with this 
      Extraordinary Resolution or its implementation; 
 
   5. declares this Extraordinary Resolution shall be in all respects 
      conditional on the acceptance for purchase by the Issuer of all of the 
      Notes validly tendered in the Offer, the occurrence of which shall be 
      notified by the Issuer to Noteholders promptly by the delivery of such 
      notice to the Clearing Systems and by the publication of such notice 
      through RNS (which notice shall be deemed to be given on the day on which 
      it is delivered to the Clearing Systems); 
 
   6. acknowledges that the term Offer, as used in this Extraordinary 
      Resolution, shall mean the invitations by the Issuer to Noteholders 
      (subject to the offer restrictions set out in the Tender Offer Memorandum 
      dated 20 May 2021 issued by the Issuer in relation to, amongst other 
      securities, the Notes (the Tender Offer Memorandum)) to tender Notes for 
      purchase by the Issuer for cash, as further described in the Tender Offer 
      Memorandum and as the same may be amended in accordance with its terms; 
 
   7. confirms and agrees that the Trustee be and is hereby authorised and 
      instructed not to obtain any legal opinion in relation to, or to make any 
      investigation or enquiry into, the power and capacity of any person to 
      enter into the Supplemental Trust Deed, or the validity, effectiveness or 
      enforceability thereof and that it shall not be liable to the Noteholders 
      for failure to do so or for any consequences resulting from the 
      directions given by the Noteholders in this Extraordinary Resolution; and 
 
   8. irrevocably waives any claim that Noteholders may have against the 
      Trustee arising as a result of any loss or damage which Noteholders may 
      suffer or incur as a result of the Trustee acting on this Extraordinary 
      Resolution and/or its entry into and performance under the Supplemental 
      Trust Deed and further confirms and agrees that Noteholders will not hold 
      the Trustee liable for any such loss or damage." 
 
 
   Background 
 
   The Issuer has convened the Meetings for the purpose of enabling the 
Noteholders to consider and resolve, if they think fit, to pass the 
Extraordinary Resolutions proposed in relation to the Notes of each 
Series. 
 
   Noteholders are further given notice that the Issuer has (i) invited 
Noteholders (subject to offer restrictions, as referred to below and 
more fully described in the Tender Offer Memorandum) to tender their 
Notes of each Series for purchase by the Issuer for cash (each such 
invitation, an Offer and together the Offers); and (ii) invited 
Noteholders to approve the modification of the Conditions of the 
relevant Series (as described in paragraph 1 of the Extraordinary 
Resolution above) to provide, inter alia, for the redemption of all, but 
not some only, of such Series remaining outstanding (if any) on 
settlement of the relevant Offer (such proposal to amend the Conditions 
in respect of each Series, a Proposal and together the Proposals), each 
as further described in the Tender Offer Memorandum. 
 
   Pursuant to the Offers, any Noteholder who submits a Tender Instruction 
(as described in the Tender Offer Memorandum) that is received by the 
Tender and Information Agent by no later than 10.00 p.m. (London time) 
on 3 June 2021 (the Early Tender Deadline) (and that is not subsequently 
revoked in the limited circumstances in which revocation is permitted) 
will, if the relevant Notes are accepted for purchase by the Issuer 
pursuant to the relevant Offer, be eligible to receive an early tender 
payment in addition to the purchase price such Noteholder would 
otherwise receive pursuant to the relevant Offer, as more fully 
described in the Tender Offer Memorandum. 
 

   Pursuant to the Proposals, any Noteholder who submits a Voting Only 
Instruction (as described in the Tender Offer Memorandum) in favour of 
the relevant Proposal that is received by the Tender and Information 
Agent by no later than the Early Tender Deadline (and that is not 
subsequently revoked in the limited circumstances in which revocation is 
permitted) will be eligible to receive an early consent fee (as 
described in the Tender Offer Memorandum) if the Extraordinary 
Resolution for the relevant series of Notes is passed, the Supplemental 
Trust Deed is executed in respect of the relevant Series and the Issuer 
accepts Notes of the relevant series for purchase pursuant to the 
relevant Offer, as more fully described in the Tender Offer Memorandum. 
Such early consent fee for each Series is expected to be the amount set 
out in the table below (in addition to any applicable Early Redemption 
Amount and accrued and unpaid interest payable to such Noteholder, which 
will be set out in the Supplemental Trust Deed in respect of the 
relevant Series and is expected to be a percentage of the nominal amount 
outstanding of the relevant Notes as set out in the table below), 
subject to the right of the Issuer, in its sole discretion, to amend the 
Offers and the Proposals (other than any amendment to the terms of the 
Extraordinary Resolutions). 
 
 
 
 
Notes                                                 Early Consent Fee (expressed as a percentage of the 
                                                       nominal amount of the relevant Notes) 
----------------------------------------------------  --------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2023 (ISIN:   2.00 per cent. 
 XS1515216650) 
----------------------------------------------------  --------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2024 (ISIN:   3.00 per cent. 
 XS1619992883) 
----------------------------------------------------  --------------------------------------------------- 
EUR550,000,000 1.875 per cent. Notes due 2025 (ISIN:  4.00 per cent. 
 XS1824462896) 
----------------------------------------------------  --------------------------------------------------- 
 
 
   If the Extraordinary Resolution in respect of a Series is passed at the 
relevant Meeting and the Supplemental Trust Deed in respect of such 
Series is executed by the Issuer, the Company and the Trustee, all, but 
not some only, of Notes of such Series that remain outstanding will be 
redeemed at an early redemption amount (in respect of each Series, the 
Early Redemption Amount) set out in the table below plus any accrued and 
unpaid interest on the date (in respect of each Series, the Early 
Redemption Date) specified in the relevant Supplemental Trust Deed, 
expected to be 22 June 2021 (assuming no adjournment is needed for the 
relevant Meeting(s)). 
 
   The amounts payable by the Issuer for any Notes of the relevant Series 
redeemed on the relevant Early Redemption Date pursuant to the Issuer 
Early Redemption together with the relevant early consent fee referred 
to above will be the same as amounts payable by the Issuer pursuant to 
the relevant Offer for equal nominal amounts of the relevant Notes 
purchased at the relevant Total Early Tender Consideration, save that 
any Noteholder whose Notes are redeemed on the relevant Early Redemption 
Date pursuant to the Issuer Early Redemption rather than purchased by 
the Issuer pursuant to the relevant Offer shall also receive an amount 
of accrued interest to reflect the period such Notes are held between 
the settlement date for the relevant Offer and the relevant Early 
Redemption Date. 
 
 
 
 
Notes                                                 Early Redemption Amount (expressed as a percentage 
                                                       of the nominal amount of the relevant Notes) 
----------------------------------------------------  -------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2023 (ISIN:   100.125 per cent. 
 XS1515216650) 
----------------------------------------------------  -------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2024 (ISIN:   100.375 per cent. 
 XS1619992883) 
----------------------------------------------------  -------------------------------------------------- 
EUR550,000,000 1.875 per cent. Notes due 2025 (ISIN:  100.50 per cent. 
 XS1824462896) 
----------------------------------------------------  -------------------------------------------------- 
 
 
   The Offers are subject to offer restrictions in, among other countries, 
Italy and France, all as more fully described in the Tender Offer 
Memorandum. 
 
   On 6 April 2021, Atlas UK Bidco Limited, a newly incorporated entity 
that is indirectly controlled by Allied Universal Topco LLC (Allied 
Universal), announced that its recommended cash offer for the Company 
had become unconditional in all respects. 
 
   The Company understands that Allied Universal wishes to streamline its 
capital structure to provide greater flexibility going forward. As such 
the Company is making the Offers and the Proposals with a view to 
achieving this goal. In addition, should the Offers be accepted and the 
Proposals passed, this will allow the Company to apply to S&P Global 
Ratings to withdraw the ratings of the Company and the Notes. 
 
   The Offers for the Notes are therefore structured on an any-and-all 
basis in order to give all holders of Notes the opportunity to exit such 
Notes at a premium to market level prevailing at the time of launch. 
 
   The Company understands that Allied Universal intends to use the amounts 
borrowed by it under various recent financing arrangements it has put in 
place, together with cash on hand and certain equity contributions, to 
fund the Offers and redemption of the Notes should the Extraordinary 
Resolutions be passed. 
 
   Notes purchased in the Offers are expected to be cancelled. 
 
   Following confirmation by Allied that its recommended cash offer for the 
Company had become unconditional on 6 April 2021, a Change of Control 
(as defined in the terms and conditions of the Notes) occurred under the 
terms and conditions of each series of Notes. On 22 April 2021, S&P 
Global Ratings announced that it had downgraded the Company's credit 
rating, and the Company's senior unsecured debt rating (in respect of 
the Notes), in each case, from BBB- to B. 
 
   On 26 April 2021 the Company on behalf of the Issuer notified holders of 
each series of Notes that, pursuant to Condition 5.4(f) in relation to 
each series of Notes, a Step Up Rating Change had occurred. As a result, 
from and including the first Interest Payment Date following the date of 
a Step Up Rating Change the Rate of Interest payable on the Notes, for 
so long as they remain outstanding, will be increased by the relevant 
Step Up Margin. Such Interest Payment Date is, 9 January 2022 in respect 
of the EUR500,000,000 1.50 per cent. Notes due 2023, 2 June 2021 in 
respect of the EUR500,000,000 1.50 per cent. Notes due 2024 and 24 May 
2021 in respect of the EUR550,000,000 1.875 per cent. Notes due 2025. 
 
   Should the Offers and the Proposals be unsuccessful such that any Notes 
remain outstanding, a Put Event (as defined in the terms and conditions 
of the Notes) is likely to occur under the terms and conditions of each 
series of Notes. If a Put Event occurs, holders of the Notes have the 
option to require the Issuer to redeem or at the Issuer's option to 
purchase (or procure the purchase) of their Notes on the Put Date at par 
plus accrued interest to such date. It is expected that the Put Event 
will arise on 4 August 2021 (being the date that falls 120 days 
following the date of the change of control and assuming the Company's 
rating does not revert to investment grade during this period, as more 
fully described in the term and conditions of the Notes). Following the 
occurrence of a Put Event, the Issuer would be required to give notice 
to holders of the Notes that a Put Event has occurred and holders 
wishing to exercise their put right must do so within a period of 45 
days following such notice. Should holders elect to exercise their put 
right, they would be paid par on the relevant redemption date, plus 
accrued interest to such date. 
 
   For the avoidance of doubt, the acquisition by Allied Universal of the 
Company does not give rise to an event of default under the Notes. 
 
   A statement as required by Listing Rule 17.3.12(b) of the market values 
for the Notes on the first dealing day in each of the six months before 
the date of this Notice and on the latest practicable date before the 
sending of this Notice has not been included in this Notice as no such 
market values for the Notes have been published by the Stock Exchange 
Daily Official List during such period. 
 
   The directors of the Issuer confirm that, as far as they are aware, they 
have no interests in the Notes. 
 
   Neither the Trustee nor any of its directors, officers, employees or 
affiliates has been involved in the formulation or negotiation of the 
Offers (or any term thereof), the Proposals or the Extraordinary 
Resolutions and the Trustee expresses no opinion and makes no 
representation as to the merits of any Extraordinary Resolution, the 
Offers (or any term thereof), the Tender Offer Memorandum (or any term 
thereof) or on whether Noteholders would be acting in their best 
interests in approving the Extraordinary Resolutions or participating in 
the Offers, and nothing in this Notice or the Tender Offer Memorandum 
should be construed as a recommendation to Noteholders from the Trustee 
to vote in favour of, or against, any Extraordinary Resolution or to 
participate in the Offers. Noteholders should take their own independent 
financial and legal advice on the merits and on the consequences of 
voting in favour of, or against, the relevant Extraordinary 
Resolution(s), including as to any tax consequences. The Trustee has not 

reviewed, nor will it be reviewing, any documents relating to the Offers 
and/or the Proposals (or, in each case, any term thereof), except this 
Notice and the Supplemental Trust Deed, and nor has the Trustee approved 
or will it be approving the Offers and/or the Proposals (or, in each 
case, any term thereof). Neither the Trustee nor any of its directors, 
officers, employees or affiliates has verified, or assumes any 
responsibility for the accuracy or completeness of, any of the 
information concerning the Offers, the Proposals, the Issuer, the 
Company or the factual statements contained in, or the effect or 
effectiveness of, this Notice or any other documents referred to in this 
Notice or assumes any responsibility for any failure by the Issuer or 
the Company to disclose events that may have occurred and may affect the 
significance or accuracy of such information or the terms of any 
amendment (if any) to the Offers or the Proposals. On the basis of the 
information set out in this Notice and the draft Supplemental Trust Deed 
(both of which Noteholders are recommended to consider carefully), the 
Trustee has, however, authorised it to be stated that the Trustee has no 
objection to the Extraordinary Resolutions being put to Noteholders for 
their consideration. 
 
   General 
 
   Subject to the offer and distribution restrictions set out in the Tender 
Offer Memorandum, Noteholders may obtain, from the date of this Notice, 
a copy of the Tender Offer Memorandum from the Tender and Information 
Agent and the Dealer Manager, the contact details for which are set out 
below. A Noteholder will be required to produce evidence satisfactory to 
the Tender and Information Agent or the Dealer Manager as to his or her 
status as a Noteholder and that he or she is a person to whom the 
relevant Offer is being made (pursuant to the offer and distribution 
restrictions referred to above) or to whom it is lawful to send the 
Tender Offer Memorandum and to make an invitation pursuant to the Offers 
and/or the Proposals under applicable laws before being sent a copy of 
the Tender Offer Memorandum. Copies of (i) the Trust Deed, this Notice 
and the Tender Offer Memorandum; and (ii) the current draft of the 
Supplemental Trust Deed as referred to in paragraph 3 of the 
Extraordinary Resolution to be put to the Meeting of each Series, are 
also available to Noteholders on and from the date of this Notice up to 
and including the time and date of the Meetings, from the Tender and 
Information Agent and the Agent. Any revised version of the draft 
Supplemental Trust Deed made available as described above and marked to 
indicate changes to the draft made available on the date of this Notice 
will supersede the previous draft of the Supplemental Trust Deed and 
Noteholders will be deemed to have notice of any such changes. The draft 
Supplemental Trust Deed is not expected to vary materially from the 
version made available on the date of this Notice. 
 
   The attention of Noteholders is particularly drawn to the procedures for 
voting, quorum and other requirements for the passing of the 
Extraordinary Resolutions at the Meetings or any meeting held following 
any adjournment of any Meeting, which are set out in paragraph 2 of 
"Voting and Quorum" below. Having regard to such requirements, 
Noteholders are strongly urged either to attend the relevant Meeting(s) 
or to take steps to be represented at the relevant Meeting(s) (including 
by way of submitting Tender Instructions or Voting Only Instructions in 
respect of the relevant Proposal (all such terms as defined in the 
Tender Offer Memorandum)) as soon as possible. Noteholders who attend 
the relevant Meeting(s) or take steps to be represented at the relevant 
Meeting(s) other than by way of submitting Tender Instructions or Voting 
Only Instructions in respect of the relevant Proposal by the Early 
Tender Deadline should note that they will not be eligible to receive 
the relevant early consent fee described above, or the Total Early 
Tender Consideration described in the Tender Offer Memorandum. Any 
Noteholder who submits a Voting Only Instruction against the relevant 
Proposal will not be eligible for the relevant early consent fee 
described above, irrespective of whether such Voting Only Instruction is 
received by the Tender and Information Agent by the Early Tender 
Deadline. 
 
   Voting and Quorum 
 
   Noteholders who have submitted and not revoked (in the limited 
circumstances in which revocation is permitted) a valid Tender 
Instruction or Voting Only Instruction in respect of the relevant 
Proposal, by which they will have given instructions for the appointment 
of one or more representatives of the Tender and Information Agent by 
the Agent as their proxy to vote (a) in the case of Tender Instructions, 
in favour of, or (b) in the case of Voting Only Instructions, in favour 
of or against (as specified in the relevant Voting Only Instruction) the 
Extraordinary Resolution to be proposed at the relevant Meeting and any 
meeting held following any adjournment of the relevant Meeting, need 
take no further action to be represented at the relevant Meeting or any 
such adjourned meeting. 
 
   Noteholders who have not submitted or have submitted and subsequently 
revoked (in the limited circumstances in which such revocation is 
permitted) a Tender Instruction or Voting Only Instruction in respect of 
the relevant Proposal should take note of the provisions set out below 
detailing how such Noteholders can attend or take steps to be 
represented at the relevant Meeting (references to which, for the 
purpose of such provisions, include, unless the context otherwise 
requires, any meeting held following any adjournment of the relevant 
Meeting). 
 
   1.        The provisions governing the convening and holding of a 
meeting of the Noteholders are set out in a Schedule to the Trust Deed. 
Copies of the Trust Deed are available for inspection by Noteholders as 
referred to above. 
 
   Each person (a beneficial owner) who is the owner of a particular 
nominal amount of the Notes through Euroclear Bank S.A./N.V. (Euroclear) 
or Clearstream Banking S.A. (Clearstream, Luxembourg) or a person who is 
shown in the records of Euroclear or Clearstream, Luxembourg as a holder 
of the Notes (a Direct Participant), should note that a beneficial owner 
will only be entitled to attend and vote at the relevant Meeting in 
accordance with the procedures set out below and where a beneficial 
owner is not a Direct Participant it will need to make the necessary 
arrangements, either directly or with the intermediary through which it 
holds its Notes, for the Direct Participant to complete these procedures 
on its behalf. 
 
   In light of the ongoing developments in relation to coronavirus 
(COVID-19), and current guidance issued by the UK government, it may be 
impossible or inadvisable to hold the Meetings at a physical location. 
Therefore, the Meetings are to be held via teleconference. Any 
Noteholder who wishes to attend and vote at a Meeting or any adjourned 
such Meeting in person must indicate to the Tender and Information Agent 
(the contact details for which are set out below) or any Paying Agent 
that they wish to participate in person in, or otherwise be represented 
on, the teleconference for the relevant Meeting (rather than being 
represented by the Tender and Information Agent) and, accordingly, they 
will be provided with further details about attending the relevant 
Meeting. 
 
   In addition, any Noteholder who wishes to attend and vote at a Meeting 
in person (by way of teleconference) will be required to produce at such 
Meeting a valid voting certificate or certificates issued by a Paying 
Agent. A Noteholder may obtain a voting certificate in respect of its 
Notes from a Paying Agent (as applicable) by arranging for its Notes to 
be blocked in an account with Euroclear or Clearstream, Luxembourg 
(unless the Note is the subject of a block voting instruction which has 
been issued and is outstanding in respect of the relevant Meeting or any 
adjourned such Meeting) not less than 48 hours before the time fixed for 
the relevant Meeting (or, if applicable, any adjourned such Meeting), 
and in each case within the relevant time limit specified by Euroclear 
or Clearstream, Luxembourg, as the case may be, upon terms that the 
Notes will not cease to be so blocked until the first to occur of the 
conclusion of the relevant Meeting or any adjourned such Meeting and the 
surrender of the voting certificate to the Paying Agent and notification 
by the Paying Agent to Euroclear or Clearstream, Luxembourg, as the case 
may be, of such surrender or the compliance in such other manner with 
the rules of Euroclear or Clearstream, Luxembourg, as the case may be. 
 
   For the purposes of this Notice, 24 hours means a period of 24 hours 
including all or part of a day upon which banks are open for general 
business in London (disregarding for this purpose the day upon which 
such meeting is to be held) and such period shall be extended by one 
period or, to the extent necessary, more periods of 24 hours until there 
is included as aforesaid all or part of a day upon which banks are open 
for general business in London; 48 hours means a period of 48 hours 
including all or part of two days upon which banks are open for general 
business in London (disregarding for this purpose the day upon which 
such meeting is to be held) and such period shall be extended by one 
period or, to the extent necessary, more periods of 24 hours until there 
is included as aforesaid all or part of two days upon which banks are 
open for general business in London; and Clear Days means, in relation 
to a meeting, no account shall be taken of the day on which the notice 
of such meeting is given (or, in the case of an adjourned meeting, the 
day on which the meeting to be adjourned is held) or the day on which 
such meeting is held. 
 
   A Noteholder not wishing to attend and vote at a Meeting in person may 
either deliver the voting certificate(s) to the person whom it wishes to 

attend on its behalf or give a voting instruction (in the form of an 
electronic voting instruction (an Electronic Voting Instruction) in 
accordance with the standard procedures of Euroclear and/or Clearstream, 
Luxembourg) to, and require the Agent to, include the votes attributable 
to its Notes in a block voting instruction issued by the Agent for such 
Meeting or any adjourned such Meeting, in which case the Agent shall 
appoint a proxy to attend and vote at such Meeting in accordance with 
such Noteholder's instructions. 
 
   If a Noteholder wishes the votes attributable to its Notes to be 
included in a block voting instruction for the relevant Meeting or any 
adjourned such Meeting, then (i) the Noteholder must arrange for its 
Notes to be blocked in an account with Euroclear or Clearstream, 
Luxembourg for that purpose and (ii) the Noteholder or a duly authorised 
person on its behalf must direct the Agent as to how those votes are to 
be cast by way of an Electronic Voting Instruction, not less than 48 
hours before the time fixed for the relevant Meeting and within the time 
limit specified by Euroclear or Clearstream, Luxembourg, as the case may 
be, upon terms that the Notes will not cease to be so blocked until the 
first to occur of (i) the conclusion of the relevant Meeting or any 
adjourned such Meeting and (ii) not less than 48 hours before the time 
for which the relevant Meeting is convened, the notification in writing 
of any revocation of a Noteholder's previous instructions to the Agent 
and the same then being notified in writing by the Agent to the Issuer 
and the Trustee at least 24 hours before the time appointed for holding 
the relevant Meeting and such Notes ceasing in accordance with the 
procedures of Euroclear or Clearstream, Luxembourg, as the case may be, 
and with the agreement of the Agent to be held to its order or under its 
control, and that such instruction is, during the period commencing 48 
hours prior to the time for which the relevant Meeting or any adjourned 
such Meeting is convened and within the time limit specified by 
Euroclear or Clearstream, Luxembourg, as the case may be, and ending at 
the conclusion or adjournment thereof, neither revocable nor capable of 
amendment. 
 
   2.        The quorum required for each Extraordinary Resolution to be 
considered at the relevant Meeting is one or more persons present and 
holding or representing in the aggregate not less than two-thirds of the 
aggregate nominal amount of the relevant Series for the time being 
outstanding. 
 
   In the event such quorum is not present within 15 minutes from the time 
initially fixed for a Meeting, such Meeting shall be adjourned until 
such date, not less than 13 Clear Days nor more than 42 Clear Days later, 
and time and place as may be appointed by the chairman of the relevant 
Meeting. At least 10 Clear Days' notice shall be given of such adjourned 
meeting in accordance with the provisions of the Trust Deed. At any such 
adjourned Meeting one or more persons present and holding or 
representing in the aggregate not less than one-quarter of the aggregate 
nominal amount of the Notes for the time being outstanding will form a 
quorum. 
 
   Voting certificates obtained and Electronic Voting Instructions given in 
respect of any Meeting, including pursuant to a Tender Instruction or a 
Voting Only Instruction in respect of the relevant Proposal (unless 
revoked in accordance with the terms of the Trust Deed and, in the case 
of Electronic Voting Instructions, in accordance with the procedures of 
Euroclear or Clearstream, Luxembourg, as applicable) shall remain valid 
for any such adjourned Meeting. 
 
   Noteholders should note these quorum requirements and should be aware 
that, if the Noteholders either present or appropriately represented at 
the relevant Meeting are insufficient to form a quorum for the relevant 
Extraordinary Resolution, such Extraordinary Resolution (and 
consequently the relevant aspects of the relevant Proposal) cannot be 
formally considered thereat. Noteholders are therefore encouraged either 
to attend the relevant Meeting in person (by way of teleconference) or 
to arrange to be represented at the relevant Meeting as soon as 
possible. 
 
   3.        Every question submitted to a Meeting shall be decided in the 
first instance by a show of hands. 
 
   Unless a poll is (before, or on the declaration of the result of, the 
show of hands) demanded by the chairman of the Meeting, the Issuer, the 
Company, the Trustee or by any person present and holding or 
representing Notes (whatever the amount of the Notes so held or 
represented by him), a declaration by the chairman of the relevant 
Meeting that a resolution has been carried or carried by a particular 
majority or lost or not carried by a particular majority shall be 
conclusive evidence of the fact without proof of the number or 
proportion of the votes recorded in favour of or against such 
resolution. 
 
   On a show of hands every person who is present in person (by way of 
teleconference) and produces a voting certificate or is a proxy shall 
have one vote. 
 
   On a poll every such person shall have one vote in respect of each 
EUR1.00 in nominal amount outstanding of the Notes of the relevant 
Series represented by the voting certificate so produced or in respect 
of which he or she is a proxy. 
 
   4.        To be passed at the relevant Meeting, an Extraordinary 
Resolution requires a majority of at least three-quarters of the votes 
cast in respect of such Extraordinary Resolution. If passed, an 
Extraordinary Resolution shall be binding on all Noteholders of the 
relevant Series, whether or not present at the Meeting at which it is 
passed and whether or not voting. 
 
   This Notice is given by G4S International Finance plc. 
 
   Noteholders should contact the following for further information: 
 
   The Dealer Manager 
 
   Citigroup Global Markets Limited (Telephone in Europe: [phone]; 
Telephone within the United States: Toll Free: [phone] / 
Collect: [phone] / Email: [e-mail]; 
Attention: Liability Management Group) 
 
   The Tender and Information Agent 
 
   Lucid Issuer Services Limited (Telephone: [phone], Attention: 
Arlind Bytyqi; Email: [e-mail] 
 
   The Agent 
 
   Citibank, N.A., London Branch. 
 
   Dated: 20 May 2021 
 
 
 
 

(END) Dow Jones Newswires

May 20, 2021 06:16 ET (10:16 GMT)

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