G4S plc ArmorGroup International plc- ArmorGroup Offer Update
Recommended cash offer for ArmorGroup International plc by G4S (March 2008) Limited (“Bidco”) (a wholly-owned subsidiary of G4S plc)
Further to the announcement made on 20 March 2008 of the recommended cash offer for ArmorGroup International by Bidco (the “Announcement”), G4S and ArmorGroup are pleased to disclose, in accordance with Rule 8.4 of the City Code, that they have obtained an irrevocable undertaking from JH Whitney Investment Management LLC (“JH Whitney”) to accept, or to procure the acceptance of, the Offer in respect of their beneficial ArmorGroup shareholding totalling 2,961,803 ArmorGroup Shares, representing approximately 5.54 per cent. of ArmorGroup’s existing issued share capital at the date of this announcement.
Including the irrevocable undertakings obtained from JH Whitney, Bidco has now received, in aggregate, irrevocable undertakings to accept the Offer in respect of 31,289,694 ArmorGroup Shares representing approximately 58.58 per cent. of ArmorGroup’s existing issued share capital at the date of this announcement.
The undertaking provided by JH Whitney remains binding in the event of a competing offer being made in relation to ArmorGroup unless the value of such competing offer represents an improvement of 10 per cent. or more on the value of the consideration offered under the Offer and where such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.5 of the City Code and is not met with a higher revised offer by Bidco within seven days of such offer being made.
The undertaking will continue to apply in the event that the Offer is implemented by way of scheme of arrangement. The undertaking will cease to apply if the Offer Document is not posted within 14 days of the date of the Announcement.
Terms defined in the Announcement shall have the same meanings in this announcement.