20th Mar 2008 08:05
G4S Plc20 March 2008 NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN OR INTO AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO 20 March 2008 Recommended cash offer for ArmorGroup International plc by G4S (March 2008) Limited (a wholly-owned subsidiary of G4S plc) Summary • The boards of directors of G4S and ArmorGroup are pleased toannounce that they have reached agreement on the terms of a recommended cashoffer for ArmorGroup by Bidco (a wholly-owned subsidiary of G4S) at a price of80 pence in cash for each ArmorGroup Share, valuing the entire issued and to beissued share capital of ArmorGroup at approximately £43.6 million. • ArmorGroup's proposed final dividend in respect of the yearended 31 December 2007 of 1.5 pence per ArmorGroup Share, announced byArmorGroup today, is included in the Offer Price and hence such final dividendwill not be paid if the Offer becomes or is declared wholly unconditional. • G4S is the world's leading international security solutionsgroup, which specialises in assessing current and future risks and developingsecure solutions to minimise their impact across a wide range of geographicmarkets and business sectors. G4S is a major provider of risk management andprotection to governments and major corporate customers around the world and isan expert in all aspects of local and international secure logistics. • ArmorGroup is a leading provider of defensive, protectivesecurity services to national governments, multinational corporations andinternational peace and security agencies operating in hazardous environments.It has approximately 8,500 employees and 38 offices in 27 countries. • The price of 80 pence for each ArmorGroup Share represents: • a premium of approximately 127.0 per cent. to 35.25 pence,being the Closing Price per ArmorGroup Share on 26 February 2008, the BusinessDay prior to ArmorGroup's announcement that it was in discussions with a numberof parties regarding a possible offer for ArmorGroup; and • a premium of approximately 156.8 per cent. to 31.15 pence,being the average Closing Price per ArmorGroup Share over the three month periodup to and including 26 February 2008. • The ArmorGroup Board, which has been so advised by Rothschild,considers the terms of the Offer to be fair and reasonable. In providing itsadvice, Rothschild has taken into account the commercial assessments of theArmorGroup Directors. Accordingly, the ArmorGroup Board intends unanimously torecommend that ArmorGroup Shareholders accept the Offer, as the ArmorGroupDirectors who hold ArmorGroup Shares have themselves irrevocably undertaken todo in respect of their own beneficial holdings (and, where applicable, those oftheir wives) totalling, in aggregate, 1,231,049 ArmorGroup Shares, representingapproximately 2.30 per cent. of ArmorGroup's existing issued share capital. • Bidco has also received irrevocable undertakings from Baird Capital Partners Europe Limited, Industrial & Financial Investments Co. and Lansdowne Partners Limited to accept, or procure the acceptance of, the Offer in respect of their entire ArmorGroup shareholdings totalling, in aggregate, 27,096,842 ArmorGroup Shares, representing approximately 50.73 per cent. of ArmorGroup's existing issued share capital. • Accordingly, Bidco has received, in aggregate, irrevocableundertakings to accept the Offer in respect of 28,327,891 ArmorGroup Sharesrepresenting approximately 53.03 per cent. of ArmorGroup's existing issued sharecapital. • Commenting on today's announcement, Nick Buckles, ChiefExecutive Officer of G4S, said: "The acquisition of ArmorGroup represents an important and logical step indelivering our strategy for accelerated growth and development and we arepleased that the ArmorGroup Board has decided to unanimously recommend theOffer. ArmorGroup's experience in providing protective security and otherrelated services, its international presence and strong customer relationshipsmeans that it is a natural fit with our existing business." • Commenting on the Offer, Sir Malcolm Rifkind, Chairman ofArmorGroup, said: "The Offer by Bidco announced today gives ArmorGroup shareholders the prospectof a cash exit at an attractive price when considered against the potential ofArmorGroup as a standalone business. The ArmorGroup Board believes that Bidco'sOffer is full and fair and, accordingly, the ArmorGroup Board is pleased torecommend it to shareholders. The ArmorGroup Board also believes that G4S's proven track record of integratingand developing companies it has acquired, its strong management and financialresources and its commitment to high quality operating standards will help tostrengthen ArmorGroup's position in what continues to be a developing market." • Greenhill is acting as financial adviser to G4S and Rothschildis acting as financial adviser to ArmorGroup. This summary should be read in conjunction with the accompanying full text ofthe following Announcement (including the appendices) which sets out furtherdetails of the Offer and which forms an integral part of this Announcement. Appendix I sets out the conditions and certain further terms of the Offer.Appendix II contains source notes relating to certain information contained inthis Announcement. Appendix III contains certain details relating to theirrevocable undertakings given by the ArmorGroup Directors and certain otherArmorGroup Shareholders. Certain terms used in this Announcement are defined inAppendix IV to this Announcement. Enquiries: G4S Tel: +44 (0) 1293 554400Debbie McGrath (Group Communications Director)Helen Parris (Director of Investor Relations) Greenhill (financial adviser to G4S) Tel: +44 (0)20 7198 7400Simon BorrowsDavid WylesBen Loomes Deutsche Bank Tel: +44 (0)20 7545 8000Toby Clark Bell Pottinger Corporate & Financial (PR adviser to Tel: +44 (0)20 7861 3030G4S)Stephen BenzikieOlly Scott ArmorGroup Tel: +44 (0)20 7808 5800Patrick Toyne Sewell (Director of Communications) or +44 (0)7767 498 195 Rothschild (financial adviser to ArmorGroup) Tel: +44 (0)20 7280 5000Philip SwatmanGuy Mullin-HendersonDev Tanna Hoare Govett (broker to ArmorGroup) Tel: +44 (0)20 7678 8000Ranald McGregor-Smith Greenhill, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for G4S and Bidco and no-oneelse in connection with the Offer and will not be responsible to anyone otherthan G4S or Bidco for providing the protections afforded to clients of Greenhillnor for providing advice in relation to the Offer, the content of thisAnnouncement, or any transaction, arrangement or matter referenced herein. Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for ArmorGroup and no-oneelse in connection with the Offer and will not be responsible to anyone otherthan ArmorGroup for providing the protections afforded to clients of Rothschildnor for providing advice in relation to the Offer, the content of thisAnnouncement, or any transaction, arrangement or matter referenced herein. Deutsche Bank, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for G4S and Bidco and no-oneelse in connection with the Offer and will not be responsible to anyone otherthan G4S and Bidco for providing the protections afforded to clients of DeutscheBank nor for providing advice in relation to the Offer, the content of thisAnnouncement, or any transaction, arrangement or matter referenced herein. Hoare Govett, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for ArmorGroup and no-oneelse in connection with the Offer and will not be responsible to anyone otherthan ArmorGroup for providing the protections afforded to clients of HoareGovett nor for providing advice in relation to the Offer, the content of thisAnnouncement, or any transaction, arrangement or matter referenced herein. This Announcement is not intended to and does not constitute, or form any partof, an offer to sell or the solicitation of an offer to subscribe for or buy anysecurities, nor shall there be any sale, issue or transfer of the securitiesreferred to in this Announcement in any jurisdiction in contravention of anyapplicable law. The Offer will be made solely by means of the Offer Documentand, in the case of certificated ArmorGroup Shares, the Form of Acceptanceaccompanying the Offer Document. This Announcement is not for publication or distribution, directly orindirectly, in or into the United States of America (including its territoriesand possessions, any state of the United States and the District of Columbia).The securities referred to herein have not been and will not be registered underthe U.S. Securities Act of 1933, as amended. Any Offer in the United States willbe made pursuant to an exemption from certain US tender offer rules provided byRule 14(d)-1(c) under the U.S. Exchange Act of 1934, as amended (the "ExchangeAct"), if available. The availability of the Offer to ArmorGroup Shareholders who are citizens orresidents of jurisdictions outside the United Kingdom may be affected by thelaws of their relevant jurisdiction. Such persons should inform themselves of,and observe, any applicable legal or regulatory requirements of theirjurisdiction. If you remain in any doubt, you should consult your professionaladviser in the relevant jurisdiction without delay. Any acceptance or other response to the Offer should be made only on the basisof information referred to in the Offer Document which Bidco intends to despatchas soon as is reasonably practicable to ArmorGroup Shareholders and, forinformation only, to participants in the ArmorGroup Share Schemes. The G4S Directors and the Bidco Directors accept responsibility for theinformation contained in the above summary and this Announcement other thaninformation relating to the ArmorGroup Group, the ArmorGroup Directors and theirimmediate families, related trusts and controlled companies. To the best of theknowledge and belief of the G4S Directors and the Bidco Directors (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this summary and the attached Announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The ArmorGroup Directors accept responsibility for the information in the abovesummary and this Announcement relating to them and their immediate families,related trusts and controlled companies and the ArmorGroup Group. This Announcement has been prepared for the purposes of complying with Englishlaw, the City Code and the Listing Rules and information disclosed may not bethe same as that which would have been disclosed if this Announcement had beenprepared in accordance with the laws of jurisdictions outsideEngland. The Offer will be subject to the applicable rules and regulations of theFinancial Services Authority, the London Stock Exchange and the City Code. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of ArmorGroup, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the Business Day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes, or is declared, unconditional as to acceptances or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of ArmorGroup, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of ArmorGroup by Bidco, G4S or ArmorGroup, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in price of securities. Inparticular, a person will be treated as having an "interest" by virtue of theownership or control of securities, or by virtue of any option in respect of, orderivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8 of the Code, you should contact anindependent financial adviser authorised under the Financial Services andMarkets Act 2000 or consult the Panel's website or contact the Panel ontelephone number +44 (0)20 7638 0129. Forward-looking Statements This Announcement contains statements about G4S, Bidco and ArmorGroup that areor may be forward looking statements. All statements other than statements ofhistorical facts included in this Announcement may be forward lookingstatements. Forward looking statements often use words such as "target", "plan","believe", "expect", "aim", "intend", "will", "should", "could", "would", "may","consider", "anticipate", "estimate", "synergy", "cost saving", "project","goal" or "strategy" or words or terms of similar substance or the negativethereof. Forward looking statements include statements relating to thefollowing: (i) the expected timetable for implementing the Offer, future capitalexpenditures, expenses, revenues, earnings, synergies, economic performance,indebtedness, financial condition, dividend policy, losses and future prospectsof G4S, Bidco or ArmorGroup; (ii) business and management strategies and theexpansion and growth of G4S's, Bidco's or ArmorGroup's operations and potentialsynergies resulting from the acquisition of ArmorGroup by Bidco; and (iii) theeffects of government regulation on G4S's, Bidco's or ArmorGroup's business. These forward looking statements are not guarantees of future performance. Theyhave not been reviewed by the auditors of G4S or ArmorGroup. These forwardlooking statements involve known and unknown risks, uncertainties and otherfactors which may cause them to differ from the actual results, performance orachievements expressed or implied by such forward looking statements. Theseforward looking statements are based on numerous assumptions regarding thepresent and future business strategies of such persons and the environment inwhich each will operate in the future. Investors are cautioned not to placeundue reliance on the forward looking statements, which speak only as of thedate they were made. All subsequent written and oral forward-looking statements attributable to G4Sor ArmorGroup or persons acting on behalf of either of them are expresslyqualified in their entirety by the cautionary statements above. Subject tocompliance with the City Code, none of G4S, Bidco or ArmorGroup intends, orundertakes any obligation, to update any information contained in thisAnnouncement. ArmorGroup Shares in issue In accordance with Rule 2.10 of the Code, ArmorGroup confirms that it has53,416,509 ordinary shares of 1 pence each in issue and admitted to trading onthe Official List under the UK ISIN code GB00B049FG32. Recommended cash offer for ArmorGroup plc By G4S (March 2008) Limited (a wholly-owned subsidiary of G4S plc) 1. Introduction The boards of directors of G4S and ArmorGroup are pleased to announce that theyhave reached agreement on the terms of a recommended cash offer for ArmorGroupby Bidco (a wholly-owned subsidiary of G4S) at a price of 80 pence in cash foreach ArmorGroup Share, valuing the entire issued and to be issued share capitalof ArmorGroup at approximately £43.6 million. G4S is the world's leading international security solutions group, whichspecialises in assessing current and future risks and developing securesolutions to minimise their impact across a wide range of geographic markets andbusiness sectors. G4S is a major provider of risk management and protection togovernments and major corporate customers around the world and is an expert inall aspects of local and international secure logistics. G4S is the largestemployer quoted on the London Stock Exchange with a secondary stock exchangelisting in Copenhagen. G4S has operations in over 110 countries and over 530,000employees. Headquartered in London, ArmorGroup is a leading provider of defensive andprotective security services to national governments, multinational corporationsand international peace and security agencies operating in hazardousenvironments. It has approximately 8,500 employees and 38 offices in 27countries. ArmorGroup provides a wide range of capabilities: protectivesecurity; risk management and consultancy; security training; weapons reductionand mine action; and development and reconstruction support services.2. The Offer The Offer, which will be subject to the conditions and further terms set out inAppendix I to this Announcement and to be set out in the Offer Document and (inthe case of ArmorGroup Shareholders who hold their ArmorGroup Shares incertificated form) the Form of Acceptance, will be made on the following basis: for each ArmorGroup Share 80 pence in cash The Offer values the entire issued and to be issued share capital of ArmorGroupat approximately £43.6 million and represents: • a premium of approximately 127.0 per cent. to 35.25 pence,being the Closing Price per ArmorGroup Share on 26 February 2008, the BusinessDay prior to ArmorGroup's announcement that it was in discussions with a numberof parties regarding a possible offer for ArmorGroup; and • a premium of approximately 156.8 per cent. to 31.15 pence,being the average Closing Price per ArmorGroup Share over the three month periodup to and including 26 February 2008. ArmorGroup's proposed final dividend in respect of the year ended 31 December2007 of 1.5 pence per ArmorGroup Share, announced today, is included in theOffer Price and hence such final dividend will not be paid if the Offer becomesor is declared wholly unconditional. The Offer is conditional, inter alia, upon acceptance by ArmorGroup Shareholderswho together own 90 per cent. of the ArmorGroup Shares to which the Offerrelates and not less than 90 per cent. of the voting rights carried by thoseArmorGroup Shares. The conditions to the Offer are set out in full in Appendix Ito this Announcement. The ArmorGroup Shares will be acquired by Bidco fully paid and free from allliens, equitable interests, charges and encumbrances and other interestswhatsoever. 3. Background to and reasons for the Offer G4S is an international leader in the provision of risk management andprotection to governments and major corporate customers around the world. G4S'smanagement has developed a strategy for accelerated growth and development andhas communicated to the capital markets that this strategy would involve theacquisition of expertise in a number of key areas. The proposed acquisition ofArmorGroup represents an important and logical step in the delivery of the G4Sstrategy. Further Exposure to High Growth Developing Markets - G4S has experience ofproviding risk management and protection to governments and corporate customersin a number of high risk environments throughout the Middle East, Africa, Russiaand South America. The acquisition of ArmorGroup extends that experience furtherand provides an opportunity to share best practice across a highly specialisedinternational workforce in these high growth, high margin markets. Customer Relationship Development - G4S has extensive relationships withgovernments and non-government organisations around the world, with particularemphasis on the UK and US in the areas of defence, homeland security,international development, justice and energy. The acquisition of ArmorGroupwill enable G4S to extend those relationships further into additional governmentareas and enhance its existing contact base across key government departments. Geographic Expansion - G4S has an unrivalled geographic footprint in thesecurity solutions sector, with operations in over 110 countries. Theacquisition of ArmorGroup provides G4S with market entries into four newcountries: Sudan; Afghanistan; Algeria; and Rwanda. Market Consolidation - G4S and ArmorGroup each have local operations in thefollowing markets: Bahrain MozambiqueColombia NepalCyprus NigeriaDemocratic Republic of Congo RussiaEcuador Saudi ArabiaIraq TanzaniaIvory Coast UgandaJordan UKKenya USKuwaitThe acquisition of ArmorGroup will enable the sharing of best practice in theseregions and potential synergies in administrative and infrastructure costs. Additional Specialist Services - ArmorGroup has considerable expertise in keyniche areas such as mine clearance and disposal, risk management, kidnap forransom and extortion services and training services for the military, lawenforcement and government agencies. There are significant opportunities todevelop these specialist services further and to offer them to G4S's broadinternational customer base. Cost Synergies - G4S has identified cost synergies of at least £5 millionlargely through rationalisation of administration functions. General - ArmorGroup is highly complementary to G4S's existing operations andG4S believes that there is compelling financial and strategic logic in acombination of the respective activities. 4. Recommendation The ArmorGroup Board, which has been so advised by Rothschild, considers theterms of the Offer to be fair and reasonable. In providing its advice,Rothschild has taken into account the commercial assessments of the ArmorGroupDirectors. Accordingly, the ArmorGroup Board intends unanimously to recommend thatArmorGroup Shareholders accept the Offer, as the ArmorGroup Directors who holdArmorGroup Shares have themselves irrevocably undertaken to do in respect oftheir own beneficial holdings (and, where applicable, those of their wives)totalling, in aggregate, 1,231,049 ArmorGroup Shares, representing approximately2.30 per cent. of ArmorGroup's existing issued share capital. 5. Background to and reasons for the recommendation The ArmorGroup Board and its advisers have received a number of approaches overseveral months and have engaged in discussions with a number of trade andfinancial parties regarding a range of strategic options for ArmorGroup,including possible offers and other business combinations. On 27 February 2008,following a movement in ArmorGroup's share price, the ArmorGroup Board wasobliged, under the Code, to announce that it was in discussions with a number ofparties regarding possible offers for ArmorGroup. On 27 November 2007, ArmorGroup announced that operating profits for the yearending 31 December 2007 would be below that reported in the prior year and thatDavid Seaton, Chief Executive Officer, would be stepping down with immediateeffect. Following this, the ArmorGroup Board carried out a review ofArmorGroup's business which was completed in early January 2008. As a result ofthis review, the ArmorGroup Board reorganised certain aspects of ArmorGroup'soperational and administrative structure, as a result of which, the ArmorGroupBoard remains confident about the future prospects of ArmorGroup. The ArmorGroup Board considers, however, that the Offer, at a price of 80 penceper ArmorGroup Share in cash, representing a premium of approximately 127.0 percent. to the Closing Price on 26 February 2008, provides ArmorGroup Shareholderswith the prospect of a cash exit at an attractive price when considered againstthe potential of ArmorGroup as a standalone business. 6. Irrevocable undertakings All of the ArmorGroup Directors who hold ArmorGroup Shares have irrevocablyundertaken to accept (or procure the acceptance of) the Offer in respect oftheir own beneficial holdings (and, where applicable, those of their wives),representing, in aggregate, approximately 2.30 per cent. of ArmorGroup'sexisting issued share capital. In addition, Bidco has received irrevocable undertakings from certain ArmorGroupShareholders to accept (or procure the acceptance of) the Offer in respect oftheir beneficial holdings, representing, in aggregate, approximately 50.73 percent. of ArmorGroup's existing issued share capital. Accordingly, Bidco has received, in aggregate, irrevocable undertakings toaccept the Offer in respect of 28,327,891 ArmorGroup Shares representingapproximately 53.03 per cent. of ArmorGroup's existing issued share capital. Further details of these irrevocable undertakings are set out in Appendix III tothis Announcement. 7. Information on G4S and Bidco G4S is the world's leading international security solutions group, whichspecialises in assessing current and future risks and developing securesolutions to minimise their impact across a wide range of geographic markets andbusiness sectors. G4S is a major provider of risk management and protection to governments andmajor corporate customers around the world and is an expert in all aspects oflocal and international secure logistics. G4S operates in two key areas: • Secure Solutions- risk management and consultancy services,fire protection and emergency response, military support to governments, armedforces pre-deployment training, commercial security services, juvenile and adultcustody services, immigration facility management, management of cash centrenetworks, aviation security services, security of sporting and other majorinternational events, electronic security and detection systems, criticalnational infrastructure protection. • Secure Logistics- ATM network management, retail cashmanagement, repatriation of immigration detainees, secure prisoner escorting,local and international transportation of cash and valuables, document and datastorage and distribution, electronic monitoring of offenders in the community. G4S is the largest employer quoted on the London Stock Exchange, with asecondary stock exchange listing in Copenhagen. G4S has operations in over 110countries and over 530,000 employees. For the financial year ended 31 December 2007, G4S, in its unaudited preliminaryresults announcement released on 11 March 2008, reported revenues ofapproximately £4,490.4 million (2006: £4,036.8 million) and profit beforetaxation of £216.8 million (2006: £199.5 million). Net assets as at 31 December2007, reported by G4S in its unaudited preliminary results announcement releasedon 11 March 2008, were approximately £1,123.0 million (2006: £971.5 million). Bidco is a newly incorporated company specifically formed for the purpose ofimplementing the Offer. Bidco, which is incorporated in England, is awholly-owned subsidiary of G4S. The Bidco Directors are Nick Buckles, TrevorDighton, Soren Lundsberg-Nielsen and Peter David. Bidco has not traded since itsdate of incorporation nor has it entered into any obligations other than inconnection with the Offer. 8. Information on ArmorGroup ArmorGroup is one of the leading international providers of defensive andprotective security services to national governments, multinational corporationsand international peace and security organisations operating in hostileenvironments. Headquartered in London, ArmorGroup has been operating for over 25 years andemploys approximately 8,500 individuals operating across offices in 27countries. ArmorGroup has extensive operations in some of the world's mosthazardous environments including Afghanistan, Iraq, Nigeria and Sudan. Over thepast two years ArmorGroup has supported its clients in over 50 countries acrossthe Middle East, Africa, North and South America, the CIS and Central Asia. ArmorGroup's services are provided through five core operating divisions: • Protective security: ArmorGroup's core business is devising andimplementing solutions to complex security issues in high risk environments andproviding the following services worldwide: premium guarding of embassies andhigh value facilities; close protection of individuals; logistic convoyprotection in Iraq; travel security; the design, installation and maintenance ofintegrated security systems; and security management services; • Risk management consultancy: ArmorGroup identifies clients'current and potential issues from political risk through to extortion, wherevertheir employees, assets or facilities are operating. It then proposes, plans andmanages cost-effective and innovative solutions to those issues, including casesof abduction, extortion and kidnap for ransom; • Security training: ArmorGroup teaches commercial and governmentstudents how to recognise and avoid potential threats, combined with practicaltraining to prevent and, if necessary, confront hostile activity. ArmorGroup hassix training facilities in the UK, US, Iraq and Afghanistan, as well as mobiletraining teams; • Weapons reduction and mine action services: ArmorGroup is acommercial leader in the survey, removal and clearance of landmines andsimilarly unexploded ordnance pollution, as well as providing services inbattlefield area clearance and ammunition stockpile destruction; and • Development, humanitarian and reconstruction support: Over thelast 15 years, ArmorGroup has supported over 53 development, humanitarian andreconstruction programme missions in over 30 countries. For the financial year ended 31 December 2007, ArmorGroup, in its unauditedpreliminary results announcement released today, reported revenues ofapproximately $295.3 million (2006: $273.5 million) and profit before taxationof approximately $4.2 million (2006: $9.6 million) after exceptional items ofapproximately $2.9 million. Net assets as at 31 December 2007, as reported inits unaudited preliminary results announcement, were approximately $84.1 million(2006: $82.9 million). 9. Financing of the Offer Full acceptance of the Offer (assuming the exercise of all outstanding optionswith an exercise price of less than the Offer Price per ArmorGroup Share underthe ArmorGroup Share Schemes) will result in the payment by Bidco ofapproximately £43.6 million in cash. The cash consideration payable by Bidco under the terms of the Offer will befunded from the existing cash resources of the G4S Group. Greenhill has confirmed that it is satisfied that the necessary financialresources are available to Bidco to enable it to satisfy in full the cashconsideration payable by Bidco as a result of full acceptance of the Offer. 10. Management, employees and locations G4S recognises the skills, technical ability and experience of the existingmanagement and employees of ArmorGroup. Accordingly, G4S intends to continue tomaintain ArmorGroup's strong positions in the markets in which ArmorGroupcurrently operates. There are no immediate plans to change the principaloperational locations of ArmorGroup's business. The G4S Directors have given assurances to the ArmorGroup Directors that, if theOffer becomes or is declared unconditional in all respects, the existingemployment rights, including pension rights, of all management and employees ofArmorGroup will be fully safeguarded. The ArmorGroup Board welcomes the assurances received from G4S above as theyare, in the view of the board, in the interests of ArmorGroup and its employees. The non-executive directors of ArmorGroup intend to resign from the ArmorGroupBoard shortly after the Offer becomes or is declared unconditional in allrespects and agree to waive entitlements against ArmorGroup except for paymentsin lieu of notice and other payments and benefits to which they are entitledunder the terms of their letters of appointment. 11. ArmorGroup Share Schemes The Offer will extend to any ArmorGroup Shares issued or unconditionallyallotted or issued fully paid (or credited as fully paid) whilst the Offerremains open for acceptance (or until such earlier date as, subject to the CityCode, Bidco may decide, being not earlier than the date on which the Offerbecomes or is declared unconditional as to acceptances, or if later, the finalclosing date of the Offer), including those allotted or issued as a result ofthe exercise of options or vesting of awards under the ArmorGroup Share Schemes. Bidco intends to make appropriate proposals to the holders of options and awardsunder the ArmorGroup Share Schemes upon the Offer becoming or being declaredunconditional in all respects, to the extent that such options and awards havenot been exercised or vested by that date. 12. Inducement Fee Agreement and Non-Solicitation Agreement ArmorGroup has agreed, pursuant to an inducement fee agreement, to pay to Bidcoa fee of a sum equivalent to 1 per cent. of the aggregate Offer Price plus anyVAT chargeable in respect of the fee to the extent recoverable if: • the ArmorGroup Board withdraws or adversely modifies itsrecommendation and the Offer subsequently lapses or is withdrawn solely due tonon-satisfaction of any condition other than that set out in paragraph 1(b) ofAppendix I to this Announcement; or • prior to the Offer being withdrawn or lapsing a competingoffer, scheme of arrangement or other similar transaction relating to ArmorGroupis announced and subsequently becomes unconditional in all respects or iscompleted or implemented. The inducement fee shall not be payable if the Offer lapses or is withdrawn dueto non-satisfaction of the condition set out in paragraph 1(b) of Appendix I tothis Announcement. Subject to any obligations of confidentiality, if the ArmorGroup Directorsdetermine that any competing offer proposal received by them constitutes anoffer proposal for ArmorGroup which the ArmorGroup Board is minded to recommend(a Superior Proposal), ArmorGroup shall use all reasonable endeavours to notifyBidco of such Superior Proposal (such notification to include, subject tocompliance by the ArmorGroup Directors with any obligations of confidentialityand with their fiduciary and other obligations as directors, confirmation of theprice and form of consideration offered under such Superior Proposal and theidentity of the proposed offeror in respect of such Superior Proposal). Suchnotification must be made as soon as reasonably practicable and, in any event,within 12 hours after making a determination that such competing offer proposalconstitutes a Superior Proposal. Pursuant to Rule 21.2 of the City Code, Rothschild and ArmorGroup have confirmedto the Panel that they consider the agreement to pay the inducement fee to be inthe best interests of ArmorGroup Shareholders. ArmorGroup has also entered into a non-solicitation agreement with Bidco (theNon-Solicitation Agreement), which, subject to the Offer Document being postedto ArmorGroup Shareholders within 28 days of this Announcement (or such laterdate as the Panel may allow), will, in broad terms, remain in force from thedate of the Announcement until the earlier of the Offer becoming or beingdeclared unconditional in all respects and the Offer lapsing. Under the terms of the Non-Solicitation Agreement, ArmorGroup may not, except asstated below: • solicit, initiate or encourage (directly or indirectly)enquiries or proposals from any third party in respect of, or in connectionwith, an offer for ArmorGroup or an acquisition or purchase of all or asubstantial portion of the assets of, or of a substantial equity interest in, orany business combination or share exchange with ArmorGroup or any of itssubsidiary undertakings (a Relevant Acquisition); • enter into or participate in any discussions relating to anypossible Relevant Acquisition; or • provide any information to any third party in connection with aRelevant Acquisition. The terms of the Non-Solicitation Agreement would not prevent the ArmorGroupDirectors from: • complying with the provisions of Rule 20.2 of the City Code; or • responding to or entering into and pursuing discussions inrespect of an unsolicited approach or indication of interest relating to aRelevant Acquisition received after the date of the Non-Solicitation Agreementif the fiduciary and other duties of the ArmorGroup Directors so require. The Non-Solicitation Agreement obliges ArmorGroup: • to notify Bidco if it is approached by any third party inconnection with a Relevant Acquisition (subject to any obligation ofconfidentiality imposed unilaterally by such third party) or if ArmorGroupprovides information to any such third party pursuant to Rule 20.2 of the CityCode; and • save to the extent that the fiduciary and other duties of theArmorGroup Directors require otherwise: (a) only to give information relating toArmorGroup to the extent that ArmorGroup is strictly obliged to provide thethird party with it pursuant to Rule 20.2 of the Code; and (b) provide a list ofany such information so provided to Bidco. Any such information may only be madeavailable on terms that are equivalent in all material respects to thosecontained in a confidentiality agreement entered into between ArmorGroup andBidco (subject to compliance with Note 2 on Rule 21.2 of the Code). The Non-Solicitation Agreement also states that ArmorGroup will not be obligedto pay any amount to the extent to which the Panel determines it would not bepermitted to do so by Rule 21.2 of the Code. 13. De-listing and compulsory acquisition If Bidco receives acceptances under the Offer in respect of, and/or otherwiseacquires 90 per cent. or more in value of the ArmorGroup Shares to which theOffer relates (and not less than 90 per cent. of the voting rights carried byArmorGroup Shares), and if all other conditions of the Offer have been satisfiedor waived (to the extent that they are capable of being waived), Bidco intendsto exercise its rights pursuant to the provisions of Part 28 of the CompaniesAct 2006 to acquire compulsorily any remaining ArmorGroup Shares in respect ofwhich acceptances have not then been received on the same terms as the Offer. If the Offer becomes or is declared unconditional in all respects, andsufficient acceptances under the Offer are received and subject to anyapplicable requirements of the UK Listing Authority, Bidco intends to procurethat ArmorGroup makes applications to cancel the listing of ArmorGroup Shares onthe Official List and to cancel admission to trading in ArmorGroup Shares on theLondon Stock Exchange's market for listed securities. De-listing wouldsignificantly reduce the liquidity and marketability of any ArmorGroup Sharesnot assented to the Offer at that time and the value of any such ArmorGroupShares may be affected as a consequence. It is anticipated that cancellation of the listing on the Official List and ofadmission to trading on the London Stock Exchange's market for listed securitieswill take effect no earlier than 20 Business Days after the earlier of (i) thedate on which Bidco has, by virtue of its shareholdings and acceptances of theOffer, acquired or agreed to acquire issued share capital carrying 75 per cent.of the voting rights of ArmorGroup and (ii) the first date of issue ofcompulsory acquisition notices under Chapter 3 Part 28 of the Companies Act2006. Bidco will notify ArmorGroup Shareholders when the required threshold hasbeen attained and confirm that the notice period has commenced and theanticipated date of cancellation. It is also intended that, following the Offer becoming or being declaredunconditional in all respects and after the de-listing and cancellation referredto above becoming effective, ArmorGroup will be re-registered as a privatecompany under the relevant provisions of the Act. 14. Disclosure of interests in ArmorGroup Shares Save for the irrevocable undertakings referred to in paragraph 6 above, neitherG4S nor Bidco nor any of their respective directors nor, so far as the directorsof G4S and Bidco are aware (having made due and careful enquiry), any personacting, or deemed to be acting, in concert with G4S and/or Bidco for thepurposes of the Offer, owns or controls or holds any option to purchase, or hasany arrangement in relation to ArmorGroup Shares or securities convertible orexchangeable into ArmorGroup Shares or options (including traded options) inrespect of, or has entered into any derivative referenced to, any such shares orhas had any short positions (whether conditional or absolute and whether in themoney or otherwise) in ArmorGroup Shares or has borrowed or lent any ArmorGroupShares (except for any borrowed shares which have been either on-lent or sold). For these purposes, "arrangement" includes any indemnity or option arrangement,any agreement or understanding, formal or informal, of whatever nature, relatingto ArmorGroup Shares which may be an inducement to deal or refrain from dealingin such shares. 15. Overseas Shareholders Unless otherwise determined by Bidco, the Offer will not be made, directly orindirectly, in or into any Restricted Jurisdiction and the Offer will not becapable of acceptance from or within any Restricted Jurisdiction. Accordingly,copies of this Announcement are not being and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in, into or fromany Restricted Jurisdiction and persons receiving this Announcement (includingcustodians, nominees and trustees) must not mail or otherwise distribute or sendit in, into or from such jurisdictions as doing so may invalidate any purportedacceptance of the Offer. It is the responsibility of such Overseas Shareholders to inform themselvesabout and observe any applicable legal requirements. No person receiving a copyof the Offer Document and/or a Form of Acceptance in any jurisdiction other thanthe UK may treat the same as constituting an invitation or offer to him, norshould he in any event use such Form of Acceptance, if, in the relevantjurisdiction, such invitation or offer cannot lawfully be made to him or suchForm of Acceptance cannot lawfully be used without contravention of any relevantor other legal requirements. In such circumstances, the Offer Document and/orForm of Acceptance are sent for information only. It is the responsibility ofany Overseas Shareholder receiving a copy of the Offer Document and/or Form ofAcceptance and wishing to accept the Offer to satisfy himself as to the fullobservance of the laws and regulatory requirements of the relevant jurisdictionin connection with the Offer, including obtaining any governmental, exchangecontrol or other consents which may be required, and compliance with othernecessary formalities needing to be observed and payment of any issue, transferor other taxes or duties due in such jurisdiction. 16. General The Offer Document will be sent to ArmorGroup Shareholders and, for informationonly, to participants in the ArmorGroup Share Schemes, as soon as is reasonablypracticable. The Offer will be subject to the conditions set out in Appendix I. The bases andsources of certain financial information contained in this Announcement are setout in Appendix II. Further details of the irrevocable undertakings referred toin paragraph 6 above are set out in Appendix III. Certain terms used in thisAnnouncement are defined in Appendix IV to this Announcement. The Acquisition is proposed to be implemented by way of the Offer. However,Bidco reserves the right to implement the Offer by way of a scheme ofarrangement of ArmorGroup pursuant to section 425 of the Companies Act 1985 orthe successor provision under Companies Act 2006. In such event, the scheme ofarrangement will be implemented on the same terms, so far as applicable, asthose which would apply to the Offer (subject to appropriate amendments). Inparticular, condition 1(a) of the conditions would not apply and the scheme ofarrangement would become effective and binding following: • approval of the scheme of arrangement at a meeting convened bythe Court by a majority in number, representing 75 per cent. or more in value,present and voting, either in person or by proxy, of ArmorGroup Shareholders (orthe relevant class or classes thereof); • the resolution(s) required to implement the scheme ofarrangement being passed by the requisite majority of ArmorGroup Shareholders ata general meeting of ArmorGroup validly convened for such purpose; and • sanction of the scheme of arrangement and confirmation of anyreduction of ArmorGroup's share capital involved therein by the Court (in bothcases, with or without modifications, on terms reasonably acceptable to Bidco)and office copies of the orders of the Court sanctioning the scheme ofarrangement and confirming the reduction of share capital being delivered forregistration to the Registrar of Companies in England and Wales and beingregistered by him. Enquiries: G4S Tel: +44 (0) 1293 554400Debbie McGrath (Group Communications Director)Helen Parris (Director of Investor Relations) Greenhill (financial adviser to G4S) Tel: +44 (0)20 7198 7400Simon BorrowsDavid WylesBen Loomes Deutsche Bank Tel: +44 (0)20 7545 8000Toby Clark Bell Pottinger Corporate & Financial (PR adviser to Tel: +44 (0)20 7861 3030G4S)Stephen BenzikieOlly Scott ArmorGroup Tel: +44 (0)20 7808 5800Patrick Toyne Sewell (Director of Communications) or +44 (0)7767 498 195 Rothschild (financial adviser to ArmorGroup) Tel: +44 (0)20 7280 5000Philip SwatmanGuy Mullin-HendersonDev Tanna Hoare Govett (broker to ArmorGroup) Tel: +44 (0)20 7678 8000Ranald McGregor-Smith Greenhill, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for G4S and Bidco and no-oneelse in connection with the Offer and will not be responsible to anyone otherthan G4S or Bidco for providing the protections afforded to clients of Greenhillnor for providing advice in relation to the Offer, the content of thisAnnouncement, or any transaction, arrangement or matter referenced herein. Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for ArmorGroup and no-oneelse in connection with the Offer and will not be responsible to anyone otherthan ArmorGroup for providing the protections afforded to clients of Rothschildnor for providing advice in relation to the Offer, the content of thisAnnouncement, or any transaction, arrangement or matter referenced herein. Deutsche Bank, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for G4S and Bidco and no-oneelse in connection with the Offer and will not be responsible to anyone otherthan G4S and Bidco for providing the protections afforded to clients of DeutscheBank nor for providing advice in relation to the Offer, the content of thisAnnouncement, or any transaction, arrangement or matter referenced herein. Hoare Govett, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for ArmorGroup and no-oneelse in connection with the Offer and will not be responsible to anyone otherthan ArmorGroup for providing the protections afforded to clients of HoareGovett nor for providing advice in relation to the Offer, the content of thisAnnouncement, or any transaction, arrangement or matter referenced herein. This Announcement is not intended to and does not constitute, or form any partof, an offer to sell or the solicitation of an offer to subscribe for or buy anysecurities, nor shall there be any sale, issue or transfer of the securitiesreferred to in this announcement in any jurisdiction in contravention of anyapplicable law. The Offer will be made solely by means of the Offer Documentand, in the case of certificated ArmorGroup Shares, the Form of Acceptanceaccompanying the Offer Document. This announcement is not for publication or distribution, directly orindirectly, in or into the United States of America (including its territoriesand possessions, any state of the United States and the District of Columbia).The securities referred to herein have not been and will not be registered underthe U.S. Securities Act of 1933, as amended. Any Offer in the United States willbe made pursuant to an exemption from certain US tender offer rules provided byRule 14(d)-1(c) under the U.S. Exchange Act of 1934, as amended (the "ExchangeAct"), if available. The availability of the Offer to ArmorGroup Shareholders who are citizens orresidents of jurisdictions outside the United Kingdom may be affected by thelaws of their relevant jurisdiction. Such persons should inform themselves of,and observe, any applicable legal or regulatory requirements of theirjurisdiction. If you remain in any doubt, you should consult your professionaladviser in the relevant jurisdiction without delay. Any acceptance or other response to the Offer should be made only on the basisof information referred to in the Offer Document which Bidco intends to despatchas soon as is reasonably practicable to ArmorGroup Shareholders and, forinformation only, to participants in the ArmorGroup Share Schemes. The G4S Directors and the Bidco Directors accept responsibility for theinformation contained in the above summary and this Announcement other thaninformation relating to the ArmorGroup Group, the ArmorGroup Directors and theirimmediate families, related trusts and controlled companies. To the best of theknowledge and belief of the G4S Directors and the Bidco Directors (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this summary and the attached Announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The ArmorGroup Directors accept responsibility for the information in the abovesummary and this Announcement relating to them and their immediate families,related trusts and controlled companies and the ArmorGroup Group. This Announcement has been prepared for the purposes of complying with Englishlaw, the City Code and the Listing Rules and information disclosed may not bethe same as that which would have been disclosed if this Announcement had beenprepared in accordance with the laws of jurisdictions outsideEngland. The Offer will be subject to the applicable rules and regulations of theFinancial Services Authority, the London Stock Exchange and the City Code. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of ArmorGroup, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the Business Day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes, or is declared, unconditional as to acceptances or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of ArmorGroup, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of ArmorGroup by Bidco, G4S or ArmorGroup, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in price of securities. Inparticular, a person will be treated as having an "interest" by virtue of theownership or control of securities, or by virtue of any option in respect of, orderivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8 of the Code, you should contact anindependent financial adviser authorised under the Financial Services andMarkets Act 2000 or consult the Panel's website or contact the Panel ontelephone number +44 (0)20 7638 0129. Forward-looking Statements This Announcement contains statements about G4S, Bidco and ArmorGroup that areor may be forward looking statements. All statements other than statements ofhistorical facts included in this Announcement may be forward lookingstatements. Forward looking statements often use words such as "target", "plan","believe", "expect", "aim", "intend", "will", "should", "could", "would", "may","consider", "anticipate", "estimate", "synergy", "cost saving", "project","goal" or "strategy" or words or terms of similar substance or the negativethereof. Forward looking statements include statements relating to thefollowing: (i) the expected timetable for implementing the Offer, future capitalexpenditures, expenses, revenues, earnings, synergies, economic performance,indebtedness, financial condition, dividend policy, losses and future prospectsof G4S, Bidco or ArmorGroup; (ii) business and management strategies and theexpansion and growth of G4S's, Bidco's or ArmorGroup's operations and potentialsynergies resulting from the acquisition of ArmorGroup by Bidco; and (iii) theeffects of government regulation on G4S's, Bidco's or ArmorGroup's business. These forward looking statements are not guarantees of future performance. Theyhave not been reviewed by the auditors of G4S or ArmorGroup. These forwardlooking statements involve known and unknown risks, uncertainties and otherfactors which may cause them to differ from the actual results, performance orachievements expressed or implied by such forward looking statements. Theseforward looking statements are based on numerous assumptions regarding thepresent and future business strategies of such persons and the environment inwhich each will operate in the future. Investors are cautioned not to placeundue reliance on the forward looking statements, which speak only as of thedate they were made. All subsequent written and oral forward-looking statements attributable to G4Sor ArmorGroup or persons acting on behalf of either of them are expresslyqualified in their entirety by the cautionary statements above. Subject tocompliance with the City Code, none of G4S, Bidco or ArmorGroup intends, orundertakes any obligation, to update any information contained in thisAnnouncement. ArmorGroup Shares in issue In accordance with Rule 2.10 of the Code, ArmorGroup confirms that it has53,416,509 ordinary shares of 1 pence each in issue and admitted to trading onthe Official List under the UK ISIN code GB00B049FG32. Appendix I Conditions and further terms of the Offer 1 The Offer is subject to the following conditions: (a) valid acceptances of the Offer being received (and not, wherepermitted, withdrawn) by no later than 1.00 p.m. on the First Closing Date (orsuch later time(s) and/or date(s) as Bidco may, subject to the rules of the Codeor with the consent of the Panel, decide) in respect of not less than 90 percent of the ArmorGroup Shares to which the Offer relates and not less than 90per cent of the voting rights carried by those ArmorGroup Shares (or in eachcase such lesser percentage as Bidco may decide), provided that this conditionshall not be satisfied unless Bidco and/or its wholly-owned subsidiaries shallhave acquired or agreed to acquire, pursuant to the Offer or otherwise,ArmorGroup Shares carrying in aggregate more than 50 per cent of the votingrights normally exercisable at a general meeting of ArmorGroup including forthis purpose (to the extent, if any, required by the Panel) any such votingrights attached to any ArmorGroup Shares unconditionally allotted or issuedbefore the Offer becomes or is declared unconditional as to acceptances, whetherpursuant to the exercise of conversion or subscription rights or otherwise andfor the purposes of this condition: (i) the expression ArmorGroup Shares to which the Offer relatesshall be construed in accordance with sections 974 to 991 Companies Act 2006; (ii) ArmorGroup Shares which have been unconditionally allotted butnot issued shall be deemed to carry the voting rights which they will carry uponissue; and (iii) valid acceptances shall be deemed to have been received inrespect of ArmorGroup Shares which are treated for the purposes of section 979(8) Companies Act 2006 as having been acquired or contracted to be acquired byBidco by virtue of acceptances of the Offer; (b) in so far as the Acquisition (or any part of it) requires to benotified to: (i) any Competition Authority in Russia, Cyprus or Columbia suchthat, without such notification, Completion would be unlawful or otherwiseprohibited or restricted; or (ii) any Competition Authority outside of Russia, Cyprus or Columbiasuch that, without such notification, Completion would be unlawful or otherwiseprohibited, under the laws of that jurisdiction: (A) all consents and approvals of any such Competition Authorityhaving been obtained either unconditionally or subject to such conditions,obligations, undertakings or modifications as shall be acceptable to Bidco,acting reasonably; and (B) all applicable mandatory waiting periods in connection with anysuch filings, submissions or notifications having expired or been terminated. For the purposes of this condition (b) Competition Authority means any relevantgovernment, governmental, national, supranational, competition or antitrust bodyor other authority, in any jurisdiction, which is responsible for applyingmerger control or other competition or antitrust legislation in suchjurisdictions; (c) the final dividend of 1.5 pence per ArmorGroup Share, recommended bythe ArmorGroup Directors on 20 March 2008: (i) not being approved by theArmorGroup Shareholders at the annual general meeting of ArmorGroup due to beheld on or around 19 May 2008 (or such later date as such meeting may beadjourned to) or at any other general meeting of ArmorGroup or; (ii) only beingapproved at such meeting conditional upon the Offer lapsing or failing to becomeunconditional in all respects; (d) no central bank, government or governmental, quasi-governmental,supranational, statutory, regulatory, environmental or investigative body,court, trade agency, professional association, institution, employeerepresentative body, or any other such body or person (not being a CompetitionAuthority) whatsoever in any jurisdiction (each a Third Party and allcollectively Third Parties) having decided or given notice of a decision totake, institute or threaten any action, proceeding, suit, investigation, enquiryor reference, or having required any action to be taken, or otherwise havingdone anything, or having enacted, made or proposed and there not continuing tobe outstanding any statute, regulation, decision or order which would or mightreasonably be expected to: (i) make the Offer or its implementation or the acquisition orproposed acquisition by Bidco of all or any ArmorGroup Shares, or theacquisition or proposed acquisition of control of ArmorGroup, by any member ofthe Wider G4S Group, void, illegal or unenforceable under the laws of anyjurisdiction, or otherwise, directly or indirectly, restrain, restrict,prohibit, challenge, delay, hinder or otherwise interfere with the same, orimpose material additional conditions or obligations with respect thereto, orotherwise challenge or require amendment in any material respect to the terms ofthe Offer or any such acquisition; (ii) require, prevent or delay the divestiture, or materially alterthe terms envisaged for any proposed divestiture, by any member of the Wider G4SGroup or by any member of the Wider ArmorGroup Group of all or any portion oftheir respective businesses, assets or properties or impose any limitation onthe ability of any of them to conduct their respective businesses (or any partof them) or to own or manage their respective assets or properties or any partof them to an extent which is material in the context of the Wider ArmorGroupGroup taken as a whole or the Wider G4S Group taken as a whole (as the case maybe); (iii) impose any material limitation on, or result in a material delayin, the ability of any member of the Wider G4S Group, directly or indirectly, toacquire or to hold or to exercise effectively all or any rights of ownership inrespect of shares, loans or other securities (or the equivalent) in any memberof the Wider ArmorGroup Group or to exercise management control over any suchmember; (iv) otherwise adversely affect any or all of the businesses, assets,liabilities, profits or prospects of any member of the Wider G4S Group or anymember of the Wider ArmorGroup Group (including any action which would or mightreasonably be expected to adversely affect or prejudice any of the status,licences, authorisations, exemptions or consents of any member of the Wider G4SGroup or of the Wider ArmorGroup Group in a manner which is material in thecontext of the Wider ArmorGroup Group taken as a whole); (v) save pursuant to the Offer or sections 974 to 991 Companies Act2006, require any member of the Wider G4S Group or the Wider ArmorGroup Group toacquire, or offer to acquire, any shares or other securities (or the equivalent)in, or any asset owned by, any member of the Wider ArmorGroup Group or the WiderG4S Group; (vi) result in a material delay in the ability of Bidco, or render itunable, to acquire some or all of the ArmorGroup Shares or require a divestitureby Bidco or any member of the Wider G4S Group of any shares or other securities(or the equivalent) in ArmorGroup; (vii) limit the ability of any member of the Wider G4S Group or theWider ArmorGroup Group to co-ordinate or integrate its business, or any part ofit, with the business or any part of the business of any other member of theWider G4S Group or of the Wider ArmorGroup Group; or (viii) result in any member of the Wider ArmorGroup Group or the WiderG4S Group ceasing to be able to carry on business under any name which itpresently does so, and all applicable waiting and other time periods during which any such ThirdParty could decide to take, institute, implement or threaten any action,proceeding, suit, investigation, enquiry or reference under the laws of anyrelevant jurisdiction or enact any such statute, regulation, order or decisionor take any steps having expired, lapsed or been terminated; (e) all material authorisations, orders, recognitions, grants, consents,licences, confirmations, clearances, certificates, exemptions, permissions andapprovals (Authorisations) which Bidco reasonably deems necessary in anyjurisdiction for or in respect of the Offer or the proposed acquisition of allor any ArmorGroup Shares or other securities in, or control of, ArmorGroup byany member of the Wider G4S Group having been obtained on terms and in a formreasonably satisfactory to Bidco from all appropriate Third Parties or personswith whom any member of the Wider ArmorGroup Group has entered into any materialcontractual arrangements and all such Authorisations, together with allAuthorisations necessary to carry on the business of any member of the WiderArmorGroup Group remaining in full force and effect at the time at which theOffer becomes otherwise unconditional and there being no notification in writingof any intention to revoke, withdraw, suspend, restrict, withhold or modify inany material respect or not to grant or review any of the same where theabsence, revocation, withdrawal, suspension, restriction, withholding ormodification of such Authorisations would have a material and adverse effectupon the Wider ArmorGroup Group taken as a whole; (f) if, deemed necessary by Bidco (acting reasonably) in connection withthe Offer, all material filings or applications having been made, and allappropriate waiting periods (including extensions thereof) in respect of theOffer or its implementation under any applicable legislation or regulations inany jurisdiction having expired, lapsed or been terminated (as appropriate) andall statutory or regulatory obligations in any jurisdiction having been compliedwith in connection with the Offer or the acquisition by any member of the WiderG4S Group of any shares or other securities in, or control of, ArmorGroup wherethe absence of such filings or applications, the appropriate waiting period inrespect of the Offer not having expired, lapsed or been terminated or thestatutory or regulatory obligations not having been complied with would bematerial and adverse in the context of the Wider ArmorGroup Group taken as awhole; (g) save as Disclosed, there being no provision of any agreement,authorisation, arrangement, lease, licence, permit or other instrument to whichany member of the Wider ArmorGroup Group is a party or by or to which any suchmember or any of its assets may be bound, entitled or subject, which inconsequence of the Offer or the proposed acquisition by Bidco or any member ofthe Wider G4S Group of any shares or other securities (or the equivalent) inArmorGroup or because of a change in the control or management of ArmorGroup orany member of the Wider ArmorGroup Group, provides for or is reasonably expectedto result in (in each case to an extent which is material in the context of theWider ArmorGroup Group taken as a whole): (i) any monies borrowed by or any other indebtedness (actual orcontingent) of, or grant available to, any member of the Wider ArmorGroup Group,being or becoming repayable or being capable of being declared repayableimmediately or prior to their or its stated maturity date or repayment date orthe ability of any such member to borrow monies or incur any indebtedness beingwithdrawn, prohibited or inhibited or becoming capable of being withdrawn,prohibited or inhibited; (ii) any such agreement, authorisation, arrangement, licence, permitor other instrument or the rights, liabilities, obligations or interests of anymember of the Wider ArmorGroup Group thereunder being terminated or adverselymodified or affected or any obligation or liability arising or any adverseaction being taken or arising thereunder; (iii) any assets or interests of any member of the Wider ArmorGroupGroup being or falling to be disposed of or charged or ceasing to be availableto any such member or any right arising under which any such asset or interestcould be required to be disposed of or charged; (iv) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any part of the business, property or assetsof any member of the Wider ArmorGroup Group, or any such mortgage, charge orother security interest (whenever arising or having arisen) becoming enforceableor being enforced; (v) the rights, liabilities, obligations or interests of any memberof the Wider ArmorGroup Group in, or the business of any such member with, anyperson, company, firm or body (or any agreements relating to any such interestor business) being terminated, or modified or affected; (vi) the value of any member of the Wider ArmorGroup Group or itsfinancial or trading position or profits or prospects being prejudiced oradversely affected; (vii) any member of the Wider ArmorGroup Group ceasing to be able tocarry on business under any name under which it presently does so; or (viii) the creation or assumption of any liability, actual or contingent,by any member of the Wider ArmorGroup Group other than trade creditors in theordinary course, (h) save as Disclosed, no member of the Wider ArmorGroup Group having,since 31 December 2006: (i) (save as between ArmorGroup and wholly-owned subsidiaries ofArmorGroup, or for ArmorGroup Shares issued pursuant to the exercise of optionsor awards granted under the ArmorGroup Share Schemes prior to the AnnouncementDate) issued or agreed to issue or authorised or proposed or announced itsintention to authorise or propose the issue of additional shares of any class orsecurities convertible into or exchangeable for, shares of any class or rights,warrants or options to subscribe for, or acquire, any such shares or convertiblesecurities; (ii) (save for ArmorGroup Shares held in treasury and sold ortransferred pursuant to the exercise of options granted under the ArmorGroupShare Schemes prior to the Announcement Date) sold or transferred or agreed tosell or transfer any ArmorGroup Shares held in treasury; (iii) recommended, declared, paid or made or proposed to recommend,declare, pay or make any bonus issue, dividend or other distribution whetherpayable in cash or otherwise other than dividends (or other distributionswhether payable in cash or otherwise) lawfully paid or made by any wholly-ownedsubsidiary of ArmorGroup to ArmorGroup or any of its wholly-owned subsidiaries; (iv) other than pursuant to the Offer (and save for transactionsbetween ArmorGroup and its wholly-owned subsidiaries or other than in theordinary course of business) implemented, effected, authorised or proposed orannounced its intention to implement, effect, authorise or propose any merger,demerger, reconstruction, amalgamation, scheme, commitment or acquisition ordisposal of assets or shares or loan capital (or the equivalent thereof) in anyundertaking or undertakings in any such case in each case which would bematerial and adverse in the context of the Wider ArmorGroup Group taken as awhole; (v) (save for transactions between ArmorGroup and its wholly-ownedsubsidiaries or other than in the ordinary course of business) disposed of, ortransferred, mortgaged or created any security interest over any material assetor any right, title or interest in any material asset or authorised, proposed orannounced any intention to do so; (vi) (save as between ArmorGroup and its wholly-owned subsidiaries)made or authorised or proposed or announced an intention to propose any changein its loan capital; (vii) (save as between transactions between ArmorGroup and its whollyowned subsidiaries) issued, authorised, or proposed or announced an intention toauthorise or propose, the issue of or made any change in or to the terms of anydebentures or become subject to any contingent liability or incurred orincreased any indebtedness other than in the ordinary course of business whichis material in the context of the Wider ArmorGroup Group taken as a whole; (viii) (save for transactions between members of the ArmorGroup Group orfor ArmorGroup Shares issued pursuant to the exercise of options or awardsgranted under the ArmorGroup Share Schemes) purchased, redeemed or repaid, orannounced any proposal to purchase, redeem or repay, any of its own shares orother securities or reduced or made any other change to or proposed thereduction or other change to any part of its share capital; (ix) entered into, implemented, effected, varied, authorised proposedor announced its intention to enter into, any reconstruction, amalgamation,scheme, commitment or other transaction or arrangement otherwise than in theordinary course of business in each case which would be material in the contextof the Wider ArmorGroup Group taken as a whole; (x) entered into or varied or terminated or authorised, proposed orannounced its intention to enter into or vary any contract, arrangement,agreement transaction or commitment (whether in respect of capital expenditureor otherwise), other than in the ordinary course, which is of a long term,onerous or unusual nature or which involves an obligation of such a nature ormagnitude as is or is reasonably likely to be restrictive on the business of anymember of the Wider ArmorGroup Group or the Wider G4S Group and in each casewhich would be material and adverse in the context of the Wider ArmorGroup Groupas a whole; (xi) entered into or varied the terms of, or made any offer (whichremains open for acceptance) to enter into or vary the terms of, any contract,service agreement or arrangement with any director or senior executive of anymember of the Wider ArmorGroup Group which is any such case is material in thecontext of the Wider ArmorGroup Group taken as a whole; (xii) terminated or varied the terms of any agreement or arrangementbetween any member of the Wider ArmorGroup Group and any other person in amanner which would or might reasonably be expected to have a material adverseeffect on the financial position of the Wider ArmorGroup Group taken as a whole; (xiii) proposed, agreed to provide or modified the terms of any shareoption scheme, incentive scheme or other benefit relating to the employment ortermination of employment of any person employed in the Wider ArmorGroup Group; (xiv) made or agreed or consented to any significant change to the termsof the trust deeds and rules constituting the pension scheme(s) established forits directors, employees or their dependants or to the benefits which accrue, orto the pensions which are payable, thereunder, or to the basis on whichqualification for, or accrual or entitlement to, such benefits or pensions arecalculated or determined or to the basis upon which the liabilities (includingpensions) of such pension schemes are funded or made, or agreed or consented to,any change to the trustees, including the appointment of a trust corporation; (xv) been unable, or admitted in writing that it is unable, to pay itsdebts or having stopped or suspended (or threatened to stop or suspend) paymentof its debts generally or ceased or threatened to cease to carry on all or asubstantial part of its business; (xvi) (other than in respect of a member of the Wider ArmorGroup Groupwhich is dormant and was solvent at the relevant time) taken or proposed anycorporate action, or had any legal proceedings threatened or instituted againstit for its winding-up (voluntarily or otherwise), dissolution or reorganisationor for the appointment of a receiver, administrative receiver, administrator,trustee or similar officer of all or any part of its assets or revenues or anyanalogous or equivalent steps or proceedings in any relevant jurisdiction havingbeen taken or had any such person appointed; (xvii) waived or compromised or settled any claim otherwise than in theordinary course of business which is material in the context of the WiderArmorGroup Group taken as a whole; (xviii) made any alteration to its memorandum or articles of association orother constitutional documents; or (xix) entered into any contract, agreement, commitment or arrangement orpassed any resolution or made any offer (which remains open for acceptance) withrespect to or announced any intention to, or to propose to, effect any of thetransactions, matters or events referred to in this condition; (i) save as Disclosed, since 31 December 2006: (i) no adverse change or deterioration having occurred in thebusiness, assets, financial or trading position or profits or prospects oroperational performance of any member of the Wider ArmorGroup Group which ismaterial in the context of the Wider ArmorGroup Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or otherlegal proceedings or investigations having been threatened in writing,announced, instituted or remaining outstanding by, against or in respect of anymember of the Wider ArmorGroup Group or to which any member of the WiderArmorGroup Group is or may become a party (whether as a claimant, defendant orotherwise) and no enquiry or investigation by any Third Party against or inrespect of any member of the Wider ArmorGroup Group having been commenced,announced or threatened in writing by or against or remaining outstanding inrespect of any member of the Wider ArmorGroup Group in each case which ismaterial in the context of the Wider ArmorGroup Group as a whole; (iii) no contingent or other liability having arisen or becomeapparent to any member of the Wider G4S Group which would or might adverselyaffect any member of the Wider ArmorGroup Group to an extent which is materialin the context of the Wider ArmorGroup Group taken as a whole; and (iv) no steps having been taken and no omissions having been madewhich are likely to result in the withdrawal, cancellation, termination ormodification of any licence held by any member of the Wider ArmorGroup Group,which is necessary or appropriate for the proper carrying on of its business andthe withdrawal, cancellation, termination or modification of which is likely tobe material and adverse in the context of the Wider ArmorGroup Group taken as awhole; (j) save as Disclosed, Bidco not having discovered after theAnnouncement Date: (i) that any financial, business or other information concerningthe Wider ArmorGroup Group publicly announced or Disclosed by or on behalf ofany member of the Wider ArmorGroup Group to the Wider G4S Group, is misleading,contains a misrepresentation of any fact or omits to state a fact necessary tomake that information not misleading (and which information was not subsequentlycorrected before the Announcement Date by disclosure publicly by an announcementto a Regulatory Information Service or privately in writing to Bidco and/or G4Sand/or their respective directors and/or advisers); (ii) that any present member of the Wider ArmorGroup Group or anypartnership, company or other entity in which any member of the Wider ArmorGroupGroup has a significant economic interest and which is not a subsidiaryundertaking of ArmorGroup, is subject to any material liability, contingent orotherwise, which is not disclosed in the annual report and accounts forArmorGroup for the year ending 31 December 2006; (iii) any information which affects the import of any informationDisclosed by or on behalf of any member of the Wider ArmorGroup Group (and whichinformation was not subsequently corrected before the Announcement Date bydisclosure publicly by an announcement to a Regulatory Information Service orprivately in writing to Bidco and/or G4S and/or their respective directors and/or advisers), in each case to an extent which is material and adverse in the context of theWider ArmorGroup Group taken as a whole; and (iv) that, in relation to any release, emission, accumulation,discharge, disposal or other fact or circumstance which has impaired or isreasonably likely to impair the environment (including property) or harmed or isreasonably likely to harm human health, any member of the Wider ArmorGroup Grouphas, in a manner or to an extent which is reasonably likely to be material andadverse in the context of the Wider ArmorGroup Group taken as a whole (i)committed any violation of any applicable legislation, statutes, regulations,authorisations, notices or other requirements of any jurisdiction and/or (ii)incurred any liability (whether actual or contingent) to any Third Party; and/orbeing reasonably likely to incur any liability (whether actual or contingent),or being required to make good, repair, remediate, reinstate or clean up anyasset or any other property or any environment. For the purposes of these conditions: Disclosed means fairly disclosed to Bidco and/or G4S and/or their respectivedirectors and/or advisers prior to the Announcement Date either: by inclusion inthe Announcement, inclusion in the annual report and accounts of ArmorGroup forthe financial year ended 31 December 2006 or inclusion in the unaudited accountsof ArmorGroup for the six months ended 30 June 2007, by delivery of announcementby or on behalf of ArmorGroup to a Regulatory Information Service (including,for the avoidance of doubt, the preliminary results of ArmorGroup for thefinancial year ended 31 December 2007 announced today) or otherwise in writing; Wider ArmorGroup Group means ArmorGroup and its subsidiary undertakings,associated undertakings and any other undertaking in which ArmorGroup and/orsuch undertakings (aggregating their interests) have a significant interest; Wider G4S Group means G4S and its subsidiary undertakings, associatedundertakings and any other undertaking in which G4S and/or such undertakings(aggregating their interests) have a significant interest; subsidiary undertaking, associated undertaking and undertaking have the meaningsgiven by the Companies Act 1985, other than paragraph 20(1)(b) of Schedule 4A tothat Act which shall be excluded for this purpose; and significant interest means a direct or indirect interest in more than 20 percent. of the equity share capital (as defined in that Act). Bidco reserves the right to waive, in whole or in part, all or any of conditions(b) to (j) inclusive. Conditions (b) to (j) must be satisfied as at, or waivedon or before midnight (London time), on the twenty first day after the later ofthe First Closing Date and the date on which condition (a) is fulfilled (or ineach case such later date as the Panel may agree).Bidco shall be under no obligation to waive (if capable of waiver) or treat asfulfilled any of conditions (b) to (j) inclusive by a date earlier than thelatest date specified above for the fulfilment thereof, notwithstanding that theother conditions of the Offer may at such earlier date have been fulfilled andthat there are, at such earlier date, no circumstances indicating that any ofsuch conditions may be incapable of fulfilment.If Bidco is required by the Panel to make an offer for ArmorGroup Shares underthe provisions of Rule 9 of the Code, Bidco may make such alterations to theabove conditions of the Offer, including condition (a), as are necessary tocomply with the provisions of that Rule.The Offer will lapse if it is referred to the Competition Commission before 1.00p.m. (London time) on the First Closing Date or the time and date on which theOffer becomes or is declared unconditional as to acceptances, whichever is thelater. In such circumstances, the Offer will cease to be capable of furtheracceptance and persons accepting the Offer and Bidco shall thereupon cease to bebound by acceptances of the Offer made or delivered on or before the date onwhich the Offer so lapses.Under Rule 13.4 of the Code, an offeror should not invoke any condition orpre-condition of an offer so as to cause the offer not to proceed, to lapse orto be withdrawn unless the circumstances which give rise to the right to invokethe condition or pre-condition are of material significance to the offer or inthe context of the offer. The acceptance condition is not subject to Rule 13.4.The ArmorGroup Shares will be acquired by Bidco fully-paid up and free from allliens, equitable interests, charges, encumbrances, rights of pre-emption, andother third party rights or interests of any nature whatsoever and together withall rights now or hereafter attaching thereto, including the right to receiveand retain all dividends and other distributions (if any) declared, made or paidon or after the date on which the Offer is made. Appendix II Bases and Sources(a) Unless otherwise stated, the financial information relating to G4S has beenextracted or derived, without material adjustment, from the unauditedpreliminary results of G4S for the year ended 31 December 2007.(b) Unless otherwise stated, the financial information relating to ArmorGrouphas been extracted or derived, without material adjustment, from the unauditedpreliminary results of ArmorGroup for the year ended 31 December 2007.(c) References to existing issued share capital are references to ArmorGroupShares in issue on 19 March 2008 (being the last practicable business date priorto the Announcement Date), being 53,416,509 ArmorGroup Shares.(d) The value attributed to the existing issued and to be issued share capitalof ArmorGroup is based upon the 53,416,509 ArmorGroup Shares being in issue on19 March 2008 (being the latest practicable date prior to the Announcement Date)and on 1,077,053 options or awards under the ArmorGroup Share Schemes which havean exercise price lower than the Offer Price per ArmorGroup Share having beenexercised.(e) Unless otherwise stated, all prices for ArmorGroup Shares have been derivedfrom Bloomberg and represent the Closing Price on the relevant date.(f) The Offer premium of 156.8 per cent. to the average Closing Price of 31.15pence over three month period up to and including 26 February 2008, as stated inthis Announcement, has been calculated using Closing Prices on each Business Dayover the relevant period. Appendix III Details of Irrevocable Undertakings (a) Irrevocable undertakings of ArmorGroup Directors The following ArmorGroup Directors have given irrevocable undertakings to acceptor procure the acceptance of the Offer in respect of the number of ArmorGroupShares set out below: Name Number of ArmorGroup Percentage of the existing issued share Shares capitalChristopher 287,731 0.54BeeseJohn Biles 7,500 0.01Simon Havers 80,000 0.15Iain Paterson 10,000 0.02Noel Philp 768,448 1.44Sir Malcolm 77,370 0.14Rifkind These undertakings will continue to apply in the event that the Offer isimplemented by way of scheme of arrangement. These undertakings remain bindingin the event of a competing offer being made in relation to ArmorGroup unlessthe Offer lapses or is withdrawn. (b) Irrevocable undertakings of ArmorGroup Shareholders The following ArmorGroup Shareholders have given irrevocable undertakings toaccept the Offer in respect of the number of ArmorGroup Shares set out below: Name Number of Percentage of the existing issued ArmorGroup Shares share capitalBaird Capital Partners 16,996,392 31.82Europe LimitedIndustrial & Financial 3,671,266 6.87Investments Co.Lansdowne Partners Limited 6,429,184 12.04 These undertakings will continue to apply in the event that the Offer isimplemented by way of scheme of arrangement. In the case of Baird Capital Partners Europe Limited and Industrial & FinancialInvestments Co., these undertakings remain binding in the event of a competingoffer being made in relation to ArmorGroup unless the Offer lapses or iswithdrawn. In the case of Lansdowne Partners Limited, these undertakings remain binding inthe event of a competing offer being made in relation to ArmorGroup unless suchcompeting offer is a cash offer or a non-cash offer with a full cash alternativeor a non-cash offer where, in either case, the cash element or value of suchoffer represents an improvement of 15 per cent. or more on the value of theconsideration offered under the Offer and where such competing offer has beenannounced as a firm intention to make an offer in accordance with Rule 2.5 ofthe City Code and is not met with a higher revised offer by Bidco within sevendays of such offer being made. Appendix IV Definitions The following definitions apply throughout this Announcement, unless the contextotherwise requires: Acquisition the acquisition by Bidco of the issued and to be issued share capital of ArmorGroup pursuant to the OfferAct or Companies Act the Companies Act 1985 (as amended) or, to the extent applicable and in force, the Companies Act 2006 and where any specific provision of the Companies Act 1985 is referred to, this will include (where relevant) any equivalent provision of the Companies Act 2006Announcement this announcement made by G4S under Rule 2.5 of the City Code regarding the proposed acquisition of ArmorGroup by means of the OfferAnnouncement Date 20 March 2008, being the date of this AnnouncementArmorGroup ArmorGroup International plc registered in England and Wales with registered number 4931893ArmorGroup Board the board of ArmorGroup DirectorsArmorGroup Director a director of ArmorGroupArmorGroup Group ArmorGroup, its subsidiaries and subsidiary undertakingsArmorGroup Share The ArmorGroup International Limited 2004 Unapproved ShareSchemes Option Scheme, the ArmorGroup International Limited 2004 Unapproved Share Option Scheme for Non-Executive Directors, the ArmorGroup Executive Share Option Plan, the ArmorGroup Performance Share Plan and the ArmorGroup Employee TrustArmorGroup holders of ArmorGroup SharesShareholdersArmorGroup Shares ordinary shares of 1 pence each in the capital of ArmorGroupBidco G4S (March 2008) Limited registered in England and Wales with registered number 6534559Bidco Director a director of BidcoBusiness Day a day on which the London Stock Exchange is open for normal businesscertificated or in relation to a share or other security, a share orcertificated form security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is not in CREST)Closing Price the closing middle market quotation of a share for the day to which such price relates, as derived from the Daily Official List of the London Stock Exchange for that dayCode or City Code the City Code on Takeovers and MergersCompletion the Offer becoming or being declared unconditional in all respectsCREST the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the aforementioned regulations)First Closing Date the 21st day after the posting of the Offer DocumentForm of Acceptance the form of acceptance, election and authority (in respect of certificated ArmorGroup Shares) relating to the Offer which will accompany the Offer DocumentFSA the Financial Services AuthorityFSMA the Financial Services and Markets Act 2000 (as amended)G4S G4S plc registered in England and Wales with registered number 04992207G4S Director a director of G4SG4S Group G4S, its subsidiaries and subsidiary undertakingsGreenhill Greenhill & Co. International LLPListing Rules the listing rules and regulations of the UK Listing Authority (as amended)London Stock Exchange London Stock Exchange plc, together with any successors theretoOffer the recommended cash offer to be made by G4S to acquire the entire issued and to be issued share capital of ArmorGroup, on and subject to the terms and conditions to be set out in the Offer Document and (in respect of certificated ArmorGroup Shares) in the Form of Acceptance and (where the context permits) any subsequent revision, variation, extension or renewal thereofOffer Document the document containing the Offer to ArmorGroup Shareholders by G4S which will be posted as soon as is reasonably practicableOffer Price 80 pence per ArmorGroup ShareOfficial List the official list of the UK Listing AuthorityOverseas Shareholders ArmorGroup Shareholders (or nominees of, or custodians or trustees for ArmorGroup Shareholders) not resident in or citizens of the UKPanel the Panel on Takeover and MergersRegulatory any of the services on the list of Regulatory InformationInformation Service Services maintained by the FSARestricted Canada, Australia and Japan or any other jurisdictionJurisdiction where extension or acceptance of the Offer would violate the law of that jurisdictionRothschild N M Rothschild & Sons Limitedsubsidiary, have the meanings given to them by the Act (but for thesesubsidiary purposes ignoring paragraph 20(1)(b) of Schedule 4A to theundertaking, Act) and "substantial interest" means a direct or indirectassociated interest in 20 per cent. or more of the equity capital ofundertaking and an undertakingundertakingUK or United Kingdom the United Kingdom of Great Britain and Northern IrelandUKLA or UK Listing the FSA acting in its capacity as competent authority forAuthority the purpose of Part VI of FSMAUnited States or US the United States of America, its territories and possessions, any state of the United States and the District of Columbia All references to legislation in this Announcement are to English legislation,unless the contrary is indicated. Any reference to any provision of anylegislation should include any amendment, modification, re-enactment orextension thereof. The singular shall include the plural and vice versa, and words importing themasculine gender shall include the feminine or neutral gender. References to "£", "Sterling", "p", "penny" and "pence" are to the lawfulcurrency of the United Kingdom. References to "$", "dollar" and "cent" are to the lawful currency of the UnitedStates. References to time are to London time. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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