G4S (GFS)

[dealtn]

Potential Offer

RNS from Bidder

https://www.investegate.co.uk/garda-wor ... 00168985Y/

RNS from Company

https://www.investegate.co.uk/g4s-plc-- ... 3132H7240/

So offers of 145p, 153p and now 190p rejected by the Board. All considered not to reflect the Director's valuation of the company and considered highly opportunistic.

Market price at about 180p, up from last nights 145p close.

[dealtn]

RBC Capital Markets had a target price of 180p ahead of the emergence of the bid. You can argue they were doing a better job than the Board at G4S in showing the value.

Following the unsolicited approach they have upped their target to 215p.

[idpickering]

Continued resilient performance for the first eight months of 2020

As part of our ongoing commitment to maintain transparent disclosure to the market during the continuing global pandemic, G4S provides the following update for the eight months ended 31 August 2020. Unless stated otherwise, all figures and commentary relate to underlying results, are unaudited and stated at August 2020 exchange rates. All comparisons are with the first eight months of 2019 unless otherwise stated and are presented on a pro-forma basis that excludes all conventional cash businesses sold to The Brink’s Corporation on 26 February 2020.

Following a strong performance in the first half of 2020, the Group’s revenues have remained resilient through the first eight months of the year. Secure Solutions revenues, which account for 93% of Group revenues, were broadly in line with 2019. Group revenues were just 1.9% lower overall and this was more than offset by tight direct and indirect cost control and reduced interest costs, the latter reflecting both refinancing benefits and the Group’s improving net debt position. As a result, the Group’s underlying earnings which were in line with 2019 at the six months stage are now ahead of the prior year for the first eight months of 2020. Although the global economic outlook remains uncertain, the Group’s performance in the first eight months demonstrates the strength of the business.

Commenting on the first eight months trading, G4S Group Chief Executive Officer, Ashley Almanza said: “G4S today is a focused global business delivering technology-enabled security solutions. The benefits of our strategy, strong execution and timely response to Covid-19 continue to be reflected in the Group’s results during 2020 with resilient revenue, earnings and cash flow.

https://www.investegate.co.uk/g4s-plc-- ... 0000H8223/

[idpickering]

Statement Regarding GardaWorld Offer

G4S plc (“G4S” or “the Company”) notes the announcement made earlier today by GardaWorld Security Corporation (“GardaWorld”) of an unsolicited offer of 190 pence in cash per share (the “Offer”) to acquire the entire issued and to be issued share capital of G4S.
The Board of G4S unanimously rejects this Offer. The value is unchanged from the last proposal received from GardaWorld.
On 14 September G4S announced that the Board, following careful consideration together with its financial and legal advisors, had unanimously rejected GardaWorld’s proposal on the basis that it significantly undervalues the Company and its prospects and is not in the best interests of shareholders or other stakeholders.
The Board of G4S has reached its conclusion based on a number of important considerations including, inter alia, that:
•the timing of the Offer, during the global pandemic, is highly opportunistic;
•G4S is at a critical inflexion point in the execution of the Company’s corporate strategy and is now well placed to realise the benefits of the fundamental re-positioning of the Company, which has included: ◦Significantly reshaping the G4S portfolio over recent years, exiting mature, sub-scale, lower margin and capital intensive businesses, re-deploying investment and focusing on growing its security and technology businesses in addition to extracting significant cost savings;
◦Resolving a significant number of longstanding and material legacy liabilities and onerous contracts, and putting in place enhanced governance and controls to mitigate the risk of future liabilities and losses;
◦The sale of G4S’s conventional cash business in February 2020 which has strengthened G4S’s strategic, commercial and operational focus while providing additional strength to its balance sheet;

•the Company’s resilient performance in the first 8 months of 2020 provides confidence in the refreshed strategy and its continuing execution; and
•taking the above and other relevant factors into account, the Board believes that the Company is increasingly well placed to deliver growth, profitability and substantial free cash flow as it executes its strategy and delivers its vision of being the world’s leading global, integrated security company and the trusted partner of choice in the industry.

John Connolly, Chairman of G4S, said:

“The unsolicited 190p Offer launched today by GardaWorld is unchanged from the proposal that has already been carefully considered and unanimously rejected by the G4S Board as significantly undervaluing the Company and its prospects. Since rejecting GardaWorld’s last proposal, G4S has announced continuing resilience in its trading with underlying earnings ahead of the prior year for the first eight months of 2020.”
Shareholders are strongly advised to take absolutely no action in relation to the unattractive and opportunistic Offer.
A further announcement will be made in due course.
G4S Financial Advisors

https://www.investegate.co.uk/g4s-plc-- ... 4851H9870/

[dealtn]

Statement Regarding GardaWorld Offer

G4S plc (“G4S” or “the Company”) notes the announcement made earlier today by GardaWorld Security Corporation (“GardaWorld”) of an unsolicited offer of 190 pence in cash per share (the “Offer”) to acquire the entire issued and to be issued share capital of G4S.
The Board of G4S unanimously rejects this Offer. The value is unchanged from the last proposal received from GardaWorld.
On 14 September G4S announced that the Board, following careful consideration together with its financial and legal advisors, had unanimously rejected GardaWorld’s proposal on the basis that it significantly undervalues the Company and its prospects and is not in the best interests of shareholders or other stakeholders.
The Board of G4S has reached its conclusion based on a number of important considerations including, inter alia, that:
•the timing of the Offer, during the global pandemic, is highly opportunistic;
•G4S is at a critical inflexion point in the execution of the Company’s corporate strategy and is now well placed to realise the benefits of the fundamental re-positioning of the Company, which has included: ◦Significantly reshaping the G4S portfolio over recent years, exiting mature, sub-scale, lower margin and capital intensive businesses, re-deploying investment and focusing on growing its security and technology businesses in addition to extracting significant cost savings;
◦Resolving a significant number of longstanding and material legacy liabilities and onerous contracts, and putting in place enhanced governance and controls to mitigate the risk of future liabilities and losses;
◦The sale of G4S’s conventional cash business in February 2020 which has strengthened G4S’s strategic, commercial and operational focus while providing additional strength to its balance sheet;

•the Company’s resilient performance in the first 8 months of 2020 provides confidence in the refreshed strategy and its continuing execution; and
•taking the above and other relevant factors into account, the Board believes that the Company is increasingly well placed to deliver growth, profitability and substantial free cash flow as it executes its strategy and delivers its vision of being the world’s leading global, integrated security company and the trusted partner of choice in the industry.

John Connolly, Chairman of G4S, said:

“The unsolicited 190p Offer launched today by GardaWorld is unchanged from the proposal that has already been carefully considered and unanimously rejected by the G4S Board as significantly undervaluing the Company and its prospects. Since rejecting GardaWorld’s last proposal, G4S has announced continuing resilience in its trading with underlying earnings ahead of the prior year for the first eight months of 2020.”
Shareholders are strongly advised to take absolutely no action in relation to the unattractive and opportunistic Offer.
A further announcement will be made in due course.
G4S Financial Advisors

https://www.investegate.co.uk/g4s-plc-- ... 4851H9870/

They could have added that, given all the above, they would be pursuing a share buyback facility to utilise that "substantial free cash flow" in buying back shares as both an undervalued asset, and a means of enhancing future earnings per share, both useful to existing shareholders as an alternative, and as a means of putting their "money where their mouth is".

But they didn't. I wonder why?

[idpickering]

Statement Regarding Press Speculation

In response to recent press speculation, the Board of G4S plc (“G4S” or “the Company”) confirms it has received an expression of interest from Allied Universal Security Services LLC (“Allied Universal”), regarding a possible offer for the entire issued and to be issued share capital of the Company.

There can be no certainty that an offer will be made for the Company by Allied Universal, nor as to the terms on which any such offer might be made.

A further announcement will be made as and when appropriate.

In the meantime, as announced on 7 October 2020, shareholders are strongly advised to reject GardaWorld’s unattractive and highly opportunistic offer of 190 pence per share.

The person responsible for releasing this announcement on behalf of G4S is Celine Barroche, Company Secretary.

https://www.investegate.co.uk/g4s-plc-- ... 0822H1537/

[idpickering]

Response to Publication of GardaWorld Offer Document

The Board of G4S plc (“G4S” or the “Company”) notes GardaWorld Security Corporation (“GardaWorld”)’s announcement on 17 October 2020 (the “Announcement”) confirming that GardaWorld has posted an offer document containing the full terms and conditions of its unsolicited offer to acquire the entire issued and to be issued share capital of G4S for 190 pence in cash per share (the “Offer”), which follows GardaWorld’s announcement on 30 September 2020 pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”).

The terms of the Offer remain unchanged from those contained in GardaWorld’s announcement on 30 September 2020, which the Board unanimously rejected on the basis that it significantly undervalues the Company and its prospects and is not in the best interests of shareholders or other stakeholders.

https://www.investegate.co.uk/g4s-plc-- ... 0000H3052/

[vrdiver]

Just had a quick look at the share price (sorry "No look November" adherents) and saw G4S closed today at 214p, 24p above the takeover offer.

Does anybody have a view on whether the time to sell is "now"?

(Or to put it more seriously, is there another offer expected to emerge, is 214p a fair reflection of the outed value that the board keep claiming exists, or will the share price collapse if the takeover bid goes away?)

Other takeover targets like AZN and ULVR kept (roughly) their enhanced valuations even after their failed takeovers, but I don't see G4S as anywhere near the quality of those.

VRD

[idpickering]

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

Highlights:
•G4S is a global leader in security services
•Continued strong trading performance for 2020
•Momentum for 2021: 73% of revenue growth covered by new contracts already won
•Confidence in achieving financial targets, including: ◦Revenue growth of 4-6% per annum
◦Profit(1) margin expansion to 7% in the medium term(2)
◦Free cash flow in excess of £1bn from 2021-2025(2)
◦Leverage of 2.0-2.5x
•Resume dividend for 2021 and beyond
•Clear potential for significant further cash returns to shareholders
•Potential for significant re-rating

https://www.investegate.co.uk/g4s-plc-- ... 0000H1340/

[vrdiver]

G4S now at 245, with the Garda World offer increased to 235 per share. G4S have stated they are still in discussions with Allied Universal for an alternative offer.

Any opinions as to how this will play out?

VRD

(still holds G4S shares)

[idpickering]

Rejection of GardaWorld’s revised offer following announcement of recommended offer from Allied Universal

On 2 December 2020, Garda World Security Corporation (“GardaWorld”) announced it had revised its unsolicited offer to acquire the entire issued and to be issued share capital of G4S plc (“G4S” or the “Company”) from 190 pence to 235 pence in cash per share (the “Revised GardaWorld Offer”).

The Board of G4S (the “Board”) has carefully considered the Revised GardaWorld Offer with its financial and legal advisers. Whilst the Board recognises the increase in the price of the Revised GardaWorld Offer, the Board has unanimously decided to reject it on the basis that it continues to undervalue G4S.

https://www.investegate.co.uk/g4s-plc-- ... 0000H4707/

[AJC5001]

Rejection of GardaWorld’s revised offer following announcement of recommended offer from Allied Universal

On 2 December 2020, Garda World Security Corporation (“GardaWorld”) announced it had revised its unsolicited offer to acquire the entire issued and to be issued share capital of G4S plc (“G4S” or the “Company”) from 190 pence to 235 pence in cash per share (the “Revised GardaWorld Offer”).

The Board of G4S (the “Board”) has carefully considered the Revised GardaWorld Offer with its financial and legal advisers. Whilst the Board recognises the increase in the price of the Revised GardaWorld Offer, the Board has unanimously decided to reject it on the basis that it continues to undervalue G4S.

https://www.investegate.co.uk/g4s-plc-- ... 0000H4707/

If you read the RNS, it also includes the (IMHO) much more important
"Separately, since the announcement of the Revised GardaWorld Offer and as disclosed on 2 December 2020, G4S continued to engage with Allied Universal Topco LLC (“Allied Universal”) regarding a potential offer for G4S by Allied Universal.

The Board is pleased that these discussions have today resulted in the separate announcement of a recommended offer from Allied Universal to acquire the entire issued and to be issued share capital of G4S for 245 pence in cash per share (the “Allied Universal Offer”)."

So G4S has agreed to be taken over.

For 245p in cash per share.

The RNS for this was issued yesterday (8th December) at 5:56pm https://www.investegate.co.uk/allied-universal-sec/rns/recommended-cash-offer-for-g4s-by-allied-universal/202012081756149852H/

I haven't got any G4S so I'll leave those who have to read the document.

Adrian

[idpickering]

Rejection of GardaWorld’s revised offer following announcement of recommended offer from Allied Universal

On 2 December 2020, Garda World Security Corporation (“GardaWorld”) announced it had revised its unsolicited offer to acquire the entire issued and to be issued share capital of G4S plc (“G4S” or the “Company”) from 190 pence to 235 pence in cash per share (the “Revised GardaWorld Offer”).

The Board of G4S (the “Board”) has carefully considered the Revised GardaWorld Offer with its financial and legal advisers. Whilst the Board recognises the increase in the price of the Revised GardaWorld Offer, the Board has unanimously decided to reject it on the basis that it continues to undervalue G4S.

https://www.investegate.co.uk/g4s-plc-- ... 0000H4707/

If you read the RNS, it also includes the (IMHO) much more important
"Separately, since the announcement of the Revised GardaWorld Offer and as disclosed on 2 December 2020, G4S continued to engage with Allied Universal Topco LLC (“Allied Universal”) regarding a potential offer for G4S by Allied Universal.

The Board is pleased that these discussions have today resulted in the separate announcement of a recommended offer from Allied Universal to acquire the entire issued and to be issued share capital of G4S for 245 pence in cash per share (the “Allied Universal Offer”)."

So G4S has agreed to be taken over.

For 245p in cash per share.

The RNS for this was issued yesterday (8th December) at 5:56pm https://www.investegate.co.uk/allied-universal-sec/rns/recommended-cash-offer-for-g4s-by-allied-universal/202012081756149852H/

I haven't got any G4S so I'll leave those who have to read the document.

Adrian

My error. Sorry for any confusion caused.

Ian.

[vrdiver]

So G4S has agreed to be taken over.

For 245p in cash per share.

The G4S share price closed tonight at 256p, so it looks like somebody is expecting a response from Garda, if I interpret it correctly...

VRD

[vrdiver]

Price has drifted upwards to around 260p, but I still haven't seen any speculation on a counter offer to beat the agreed takeover at 245p.

If anybody has, it would be appreciated if you could share it here...

VRD

[idpickering]

Trading update for fourth quarter and full year 2020

Trading performance

The Group's continuing businesses have maintained their resilience through the balance of the year and delivered a strong underlying performance in the fourth quarter. Revenues were in-line with the trends highlighted at the nine-month stage and PBITA margins held up well, once again demonstrating the momentum and underlying strength of our business. Our net cash flow generation was very strong and we ended the year with net debt to EBITDA well within our target range of 2.0 - 2.5 times. Our cash flow benefited from Covid-19 related payroll and other indirect tax deferrals of around £110 million and we expect around £80 million to reverse in 2021. We expect that this will be more than offset by disposal proceeds of around £100 million scheduled to be received from The Brink’s Company during Q1 2021, of which £40 million has already been received since the 2020 year end.

https://www.investegate.co.uk/g4s-plc-- ... 0000H5267/

[idpickering]

Outcome of Auction Process

The Board of G4S notes the recent announcements by Garda World Security Corporation (“GardaWorld”) declaring that its cash offer of 235 pence per G4S share is final and will not be revised (the “Final GardaWorld Offer”) and that Allied Universal Topco LLC (“Allied Universal”) has confirmed to the Takeover Panel that it will not revise its cash offer of 245 pence per G4S share (the “Final Allied Universal Offer”). The Allied Universal announcement (the “Allied Announcement”) containing details regarding the Final Allied Universal Offer and further regulatory approvals received is available in the Regulated Auction Process section at http://www.g4s.com/investors/offers.

The price of the Final Allied Universal Offer is superior to the price of the Final GardaWorld Offer. Accordingly, the G4S Directors unanimously recommend that G4S shareholders accept the Final Allied Universal Offer, and in order to ensure the successful closing of the Final Allied Universal Offer, urge G4S shareholders to accept immediately. The Final Allied Universal offer price of 245 pence per G4S share represents:
•a premium of approximately 68 per cent. to the closing price of 146 pence per G4S share on 11 September 2020 (being the last business day before commencement of the offer period);

•a premium of approximately 91 per cent. to the three-month volume weighted average closing price of 128 pence per G4S share on 11 September 2020;

•a premium of approximately 11 per cent. to the highest closing price of 222 pence per G4S share for the 52-week period ended 11 September 2020;

•a premium of approximately 4 per cent. to the Final GardaWorld Offer.

The Final Allied Universal Offer values the issued and to be issued ordinary share capital of G4S at approximately £3.8billion.

https://www.investegate.co.uk/g4s-plc-- ... 0000H8109/