TIDMGFS
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF ANY NOTEHOLDER IS IN ANY DOUBT AS TO THE ACTION IT
SHOULD TAKE, IT SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK
MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT FINANCIAL, TAX OR
LEGAL ADVISER.
G4S International Finance plc
(incorporated with limited liability in England and Wales)
(the Issuer)
NOTICE OF SEPARATE MEETINGS
of the holders of the following outstanding series of its notes
ISIN/ Nominal Amount
Common Code Outstanding
----------------------------------------------------- ------------- --------------
EUR500,000,000 1.50 per cent. Notes due 2023 of the XS1515216650
Issuer guaranteed by G4S plc / 151521665 EUR500,000,000
EUR500,000,000 1.50 per cent. Notes due 2024 of the XS1619992883
Issuer guaranteed by G4S plc / 161999288 EUR500,000,000
EUR550,000,000 1.875 per cent. Notes due 2025 of the XS1824462896
Issuer guaranteed by G4S plc / 182446289 EUR550,000,000
(together the Notes and each series of the Notes a
Series)
NOTICE IS HEREBY GIVEN that separate meetings (each a Meeting and
together the Meetings) of the holders of each Series (the Noteholders),
each convened by the Issuer, will be held via teleconference on 18 June
2021 for the purpose of considering and, if thought fit, passing the
following resolution, which will be proposed as an Extraordinary
Resolution at the relevant Meeting in accordance with the provisions of
the trust deed dated 1 May 2009, as subsequently modified, supplemented
and/or restated from time to time in relation to the relevant Series
(the Trust Deed), made between the Issuer, G4S plc (the Company) and
Citicorp Trustee Company Limited (the Trustee) as trustee for the
Noteholders, and constituting the Notes of each Series. The first
Meeting (in respect of the EUR500,000,000 1.50 per cent. Notes due 2023
(ISIN: XS1515216650)) will commence at 10.00 a.m. (London time) with
subsequent Meetings in respect of each such other Series (in order of
ascending ISIN number) being held at 15 minute intervals thereafter or
after the completion of the preceding Meeting (whichever is later).
Capitalised terms used but not defined in this Notice have the meanings
given to them in the Trust Deed or the terms and conditions of the
relevant Series (the Conditions), as applicable.
EXTRAORDINARY RESOLUTION
"THAT this meeting of the holders of the outstanding [EUR500,000,000
1.50 per cent. Notes due 2023 (ISIN: XS1515216650)]/[EUR500,000,000 1.50
per cent. Notes due 2024 (ISIN: XS1619992883)]/[EUR550,000,000 1.875 per
cent. Notes due 2025 (ISIN: XS1824462896)] (the Notes) of G4S
International Finance plc (the Issuer) and guaranteed by G4S plc (the
Company) constituted by the trust deed dated 1 May 2009, as subsequently
modified, supplemented and/or restated from time to time in relation to
the Notes (the Trust Deed), made between the Issuer, the Company and
Citicorp Trustee Company Limited (the Trustee) as trustee for the
holders of the Notes (the Noteholders), hereby:
1. assents to the modification of the terms and conditions of the Notes (as
set out in the Trust Deed) (the Conditions) to provide for all, but not
some only, of the Notes to be redeemed on the Early Redemption Date at
the Early Redemption Amount together with any accrued and unpaid interest
(each capitalised term not otherwise defined in this paragraph having the
meaning given in the Supplemental Trust Deed (as defined in paragraph 3
below)), all as set out in the Supplemental Trust Deed;
2. sanctions every abrogation, modification, variation or compromise of, or
arrangement in respect of, the rights of the Noteholders and/or
Couponholders against the Issuer and the Company, whether or not such
rights arise under the Trust Deed, the Notes or otherwise or involved in
or resulting from or to be effected by, the modifications referred to in
paragraph 1 of this Extraordinary Resolution and their implementation;
3. authorises, directs, requests, instructs and empowers the Trustee to:
1. concur in the modifications referred to in paragraph 1 of this
Extraordinary Resolution and, in order to give effect to and
implement such modifications, on or shortly after the passing of
this Extraordinary Resolution and the satisfaction of the
condition in paragraph 5 below, to execute a supplemental trust
deed (the Supplemental Trust Deed) in the form of the draft
produced to this meeting, with such amendments (if any) as may be
requested by the Issuer and approved by the Trustee, in its sole
discretion, or required by the Trustee in each case in order to
give effect to this Extraordinary Resolution; and
2. concur in, and execute and do all such other deeds, instruments,
acts and things as may be necessary, desirable or expedient, in
the sole discretion of the Trustee, to carry out and give effect
to this Extraordinary Resolution and the implementation of the
modifications referred to in paragraph 1 of this Extraordinary
Resolution;
4. discharges and exonerates the Trustee from any and all liability for
which it may have become or may become responsible under the Trust Deed
or the Notes (i) for acting upon this Extraordinary Resolution even
though it may subsequently be found that there is a defect in the passing
of this Extraordinary Resolution or that for any reason this
Extraordinary Resolution is not valid or binding on the Noteholders and
(ii) in respect of any act or omission in connection with this
Extraordinary Resolution or its implementation;
5. declares this Extraordinary Resolution shall be in all respects
conditional on the acceptance for purchase by the Issuer of all of the
Notes validly tendered in the Offer, the occurrence of which shall be
notified by the Issuer to Noteholders promptly by the delivery of such
notice to the Clearing Systems and by the publication of such notice
through RNS (which notice shall be deemed to be given on the day on which
it is delivered to the Clearing Systems);
6. acknowledges that the term Offer, as used in this Extraordinary
Resolution, shall mean the invitations by the Issuer to Noteholders
(subject to the offer restrictions set out in the Tender Offer Memorandum
dated 20 May 2021 issued by the Issuer in relation to, amongst other
securities, the Notes (the Tender Offer Memorandum)) to tender Notes for
purchase by the Issuer for cash, as further described in the Tender Offer
Memorandum and as the same may be amended in accordance with its terms;
7. confirms and agrees that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinion in relation to, or to make any
investigation or enquiry into, the power and capacity of any person to
enter into the Supplemental Trust Deed, or the validity, effectiveness or
enforceability thereof and that it shall not be liable to the Noteholders
for failure to do so or for any consequences resulting from the
directions given by the Noteholders in this Extraordinary Resolution; and
8. irrevocably waives any claim that Noteholders may have against the
Trustee arising as a result of any loss or damage which Noteholders may
suffer or incur as a result of the Trustee acting on this Extraordinary
Resolution and/or its entry into and performance under the Supplemental
Trust Deed and further confirms and agrees that Noteholders will not hold
the Trustee liable for any such loss or damage."
Background
The Issuer has convened the Meetings for the purpose of enabling the
Noteholders to consider and resolve, if they think fit, to pass the
Extraordinary Resolutions proposed in relation to the Notes of each
Series.
Noteholders are further given notice that the Issuer has (i) invited
Noteholders (subject to offer restrictions, as referred to below and
more fully described in the Tender Offer Memorandum) to tender their
Notes of each Series for purchase by the Issuer for cash (each such
invitation, an Offer and together the Offers); and (ii) invited
Noteholders to approve the modification of the Conditions of the
relevant Series (as described in paragraph 1 of the Extraordinary
Resolution above) to provide, inter alia, for the redemption of all, but
not some only, of such Series remaining outstanding (if any) on
settlement of the relevant Offer (such proposal to amend the Conditions
in respect of each Series, a Proposal and together the Proposals), each
as further described in the Tender Offer Memorandum.
Pursuant to the Offers, any Noteholder who submits a Tender Instruction
(as described in the Tender Offer Memorandum) that is received by the
Tender and Information Agent by no later than 10.00 p.m. (London time)
on 3 June 2021 (the Early Tender Deadline) (and that is not subsequently
revoked in the limited circumstances in which revocation is permitted)
will, if the relevant Notes are accepted for purchase by the Issuer
pursuant to the relevant Offer, be eligible to receive an early tender
payment in addition to the purchase price such Noteholder would
otherwise receive pursuant to the relevant Offer, as more fully
described in the Tender Offer Memorandum.
Pursuant to the Proposals, any Noteholder who submits a Voting Only
Instruction (as described in the Tender Offer Memorandum) in favour of
the relevant Proposal that is received by the Tender and Information
Agent by no later than the Early Tender Deadline (and that is not
subsequently revoked in the limited circumstances in which revocation is
permitted) will be eligible to receive an early consent fee (as
described in the Tender Offer Memorandum) if the Extraordinary
Resolution for the relevant series of Notes is passed, the Supplemental
Trust Deed is executed in respect of the relevant Series and the Issuer
accepts Notes of the relevant series for purchase pursuant to the
relevant Offer, as more fully described in the Tender Offer Memorandum.
Such early consent fee for each Series is expected to be the amount set
out in the table below (in addition to any applicable Early Redemption
Amount and accrued and unpaid interest payable to such Noteholder, which
will be set out in the Supplemental Trust Deed in respect of the
relevant Series and is expected to be a percentage of the nominal amount
outstanding of the relevant Notes as set out in the table below),
subject to the right of the Issuer, in its sole discretion, to amend the
Offers and the Proposals (other than any amendment to the terms of the
Extraordinary Resolutions).
Notes Early Consent Fee (expressed as a percentage of the
nominal amount of the relevant Notes)
---------------------------------------------------- ---------------------------------------------------
EUR500,000,000 1.50 per cent. Notes due 2023 (ISIN: 2.00 per cent.
XS1515216650)
---------------------------------------------------- ---------------------------------------------------
EUR500,000,000 1.50 per cent. Notes due 2024 (ISIN: 3.00 per cent.
XS1619992883)
---------------------------------------------------- ---------------------------------------------------
EUR550,000,000 1.875 per cent. Notes due 2025 (ISIN: 4.00 per cent.
XS1824462896)
---------------------------------------------------- ---------------------------------------------------
If the Extraordinary Resolution in respect of a Series is passed at the
relevant Meeting and the Supplemental Trust Deed in respect of such
Series is executed by the Issuer, the Company and the Trustee, all, but
not some only, of Notes of such Series that remain outstanding will be
redeemed at an early redemption amount (in respect of each Series, the
Early Redemption Amount) set out in the table below plus any accrued and
unpaid interest on the date (in respect of each Series, the Early
Redemption Date) specified in the relevant Supplemental Trust Deed,
expected to be 22 June 2021 (assuming no adjournment is needed for the
relevant Meeting(s)).
The amounts payable by the Issuer for any Notes of the relevant Series
redeemed on the relevant Early Redemption Date pursuant to the Issuer
Early Redemption together with the relevant early consent fee referred
to above will be the same as amounts payable by the Issuer pursuant to
the relevant Offer for equal nominal amounts of the relevant Notes
purchased at the relevant Total Early Tender Consideration, save that
any Noteholder whose Notes are redeemed on the relevant Early Redemption
Date pursuant to the Issuer Early Redemption rather than purchased by
the Issuer pursuant to the relevant Offer shall also receive an amount
of accrued interest to reflect the period such Notes are held between
the settlement date for the relevant Offer and the relevant Early
Redemption Date.
Notes Early Redemption Amount (expressed as a percentage
of the nominal amount of the relevant Notes)
---------------------------------------------------- --------------------------------------------------
EUR500,000,000 1.50 per cent. Notes due 2023 (ISIN: 100.125 per cent.
XS1515216650)
---------------------------------------------------- --------------------------------------------------
EUR500,000,000 1.50 per cent. Notes due 2024 (ISIN: 100.375 per cent.
XS1619992883)
---------------------------------------------------- --------------------------------------------------
EUR550,000,000 1.875 per cent. Notes due 2025 (ISIN: 100.50 per cent.
XS1824462896)
---------------------------------------------------- --------------------------------------------------
The Offers are subject to offer restrictions in, among other countries,
Italy and France, all as more fully described in the Tender Offer
Memorandum.
On 6 April 2021, Atlas UK Bidco Limited, a newly incorporated entity
that is indirectly controlled by Allied Universal Topco LLC (Allied
Universal), announced that its recommended cash offer for the Company
had become unconditional in all respects.
The Company understands that Allied Universal wishes to streamline its
capital structure to provide greater flexibility going forward. As such
the Company is making the Offers and the Proposals with a view to
achieving this goal. In addition, should the Offers be accepted and the
Proposals passed, this will allow the Company to apply to S&P Global
Ratings to withdraw the ratings of the Company and the Notes.
The Offers for the Notes are therefore structured on an any-and-all
basis in order to give all holders of Notes the opportunity to exit such
Notes at a premium to market level prevailing at the time of launch.
The Company understands that Allied Universal intends to use the amounts
borrowed by it under various recent financing arrangements it has put in
place, together with cash on hand and certain equity contributions, to
fund the Offers and redemption of the Notes should the Extraordinary
Resolutions be passed.
Notes purchased in the Offers are expected to be cancelled.
Following confirmation by Allied that its recommended cash offer for the
Company had become unconditional on 6 April 2021, a Change of Control
(as defined in the terms and conditions of the Notes) occurred under the
terms and conditions of each series of Notes. On 22 April 2021, S&P
Global Ratings announced that it had downgraded the Company's credit
rating, and the Company's senior unsecured debt rating (in respect of
the Notes), in each case, from BBB- to B.
On 26 April 2021 the Company on behalf of the Issuer notified holders of
each series of Notes that, pursuant to Condition 5.4(f) in relation to
each series of Notes, a Step Up Rating Change had occurred. As a result,
from and including the first Interest Payment Date following the date of
a Step Up Rating Change the Rate of Interest payable on the Notes, for
so long as they remain outstanding, will be increased by the relevant
Step Up Margin. Such Interest Payment Date is, 9 January 2022 in respect
of the EUR500,000,000 1.50 per cent. Notes due 2023, 2 June 2021 in
respect of the EUR500,000,000 1.50 per cent. Notes due 2024 and 24 May
2021 in respect of the EUR550,000,000 1.875 per cent. Notes due 2025.
Should the Offers and the Proposals be unsuccessful such that any Notes
remain outstanding, a Put Event (as defined in the terms and conditions
of the Notes) is likely to occur under the terms and conditions of each
series of Notes. If a Put Event occurs, holders of the Notes have the
option to require the Issuer to redeem or at the Issuer's option to
purchase (or procure the purchase) of their Notes on the Put Date at par
plus accrued interest to such date. It is expected that the Put Event
will arise on 4 August 2021 (being the date that falls 120 days
following the date of the change of control and assuming the Company's
rating does not revert to investment grade during this period, as more
fully described in the term and conditions of the Notes). Following the
occurrence of a Put Event, the Issuer would be required to give notice
to holders of the Notes that a Put Event has occurred and holders
wishing to exercise their put right must do so within a period of 45
days following such notice. Should holders elect to exercise their put
right, they would be paid par on the relevant redemption date, plus
accrued interest to such date.
For the avoidance of doubt, the acquisition by Allied Universal of the
Company does not give rise to an event of default under the Notes.
A statement as required by Listing Rule 17.3.12(b) of the market values
for the Notes on the first dealing day in each of the six months before
the date of this Notice and on the latest practicable date before the
sending of this Notice has not been included in this Notice as no such
market values for the Notes have been published by the Stock Exchange
Daily Official List during such period.
The directors of the Issuer confirm that, as far as they are aware, they
have no interests in the Notes.
Neither the Trustee nor any of its directors, officers, employees or
affiliates has been involved in the formulation or negotiation of the
Offers (or any term thereof), the Proposals or the Extraordinary
Resolutions and the Trustee expresses no opinion and makes no
representation as to the merits of any Extraordinary Resolution, the
Offers (or any term thereof), the Tender Offer Memorandum (or any term
thereof) or on whether Noteholders would be acting in their best
interests in approving the Extraordinary Resolutions or participating in
the Offers, and nothing in this Notice or the Tender Offer Memorandum
should be construed as a recommendation to Noteholders from the Trustee
to vote in favour of, or against, any Extraordinary Resolution or to
participate in the Offers. Noteholders should take their own independent
financial and legal advice on the merits and on the consequences of
voting in favour of, or against, the relevant Extraordinary
Resolution(s), including as to any tax consequences. The Trustee has not
reviewed, nor will it be reviewing, any documents relating to the Offers
and/or the Proposals (or, in each case, any term thereof), except this
Notice and the Supplemental Trust Deed, and nor has the Trustee approved
or will it be approving the Offers and/or the Proposals (or, in each
case, any term thereof). Neither the Trustee nor any of its directors,
officers, employees or affiliates has verified, or assumes any
responsibility for the accuracy or completeness of, any of the
information concerning the Offers, the Proposals, the Issuer, the
Company or the factual statements contained in, or the effect or
effectiveness of, this Notice or any other documents referred to in this
Notice or assumes any responsibility for any failure by the Issuer or
the Company to disclose events that may have occurred and may affect the
significance or accuracy of such information or the terms of any
amendment (if any) to the Offers or the Proposals. On the basis of the
information set out in this Notice and the draft Supplemental Trust Deed
(both of which Noteholders are recommended to consider carefully), the
Trustee has, however, authorised it to be stated that the Trustee has no
objection to the Extraordinary Resolutions being put to Noteholders for
their consideration.
General
Subject to the offer and distribution restrictions set out in the Tender
Offer Memorandum, Noteholders may obtain, from the date of this Notice,
a copy of the Tender Offer Memorandum from the Tender and Information
Agent and the Dealer Manager, the contact details for which are set out
below. A Noteholder will be required to produce evidence satisfactory to
the Tender and Information Agent or the Dealer Manager as to his or her
status as a Noteholder and that he or she is a person to whom the
relevant Offer is being made (pursuant to the offer and distribution
restrictions referred to above) or to whom it is lawful to send the
Tender Offer Memorandum and to make an invitation pursuant to the Offers
and/or the Proposals under applicable laws before being sent a copy of
the Tender Offer Memorandum. Copies of (i) the Trust Deed, this Notice
and the Tender Offer Memorandum; and (ii) the current draft of the
Supplemental Trust Deed as referred to in paragraph 3 of the
Extraordinary Resolution to be put to the Meeting of each Series, are
also available to Noteholders on and from the date of this Notice up to
and including the time and date of the Meetings, from the Tender and
Information Agent and the Agent. Any revised version of the draft
Supplemental Trust Deed made available as described above and marked to
indicate changes to the draft made available on the date of this Notice
will supersede the previous draft of the Supplemental Trust Deed and
Noteholders will be deemed to have notice of any such changes. The draft
Supplemental Trust Deed is not expected to vary materially from the
version made available on the date of this Notice.
The attention of Noteholders is particularly drawn to the procedures for
voting, quorum and other requirements for the passing of the
Extraordinary Resolutions at the Meetings or any meeting held following
any adjournment of any Meeting, which are set out in paragraph 2 of
"Voting and Quorum" below. Having regard to such requirements,
Noteholders are strongly urged either to attend the relevant Meeting(s)
or to take steps to be represented at the relevant Meeting(s) (including
by way of submitting Tender Instructions or Voting Only Instructions in
respect of the relevant Proposal (all such terms as defined in the
Tender Offer Memorandum)) as soon as possible. Noteholders who attend
the relevant Meeting(s) or take steps to be represented at the relevant
Meeting(s) other than by way of submitting Tender Instructions or Voting
Only Instructions in respect of the relevant Proposal by the Early
Tender Deadline should note that they will not be eligible to receive
the relevant early consent fee described above, or the Total Early
Tender Consideration described in the Tender Offer Memorandum. Any
Noteholder who submits a Voting Only Instruction against the relevant
Proposal will not be eligible for the relevant early consent fee
described above, irrespective of whether such Voting Only Instruction is
received by the Tender and Information Agent by the Early Tender
Deadline.
Voting and Quorum
Noteholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Tender
Instruction or Voting Only Instruction in respect of the relevant
Proposal, by which they will have given instructions for the appointment
of one or more representatives of the Tender and Information Agent by
the Agent as their proxy to vote (a) in the case of Tender Instructions,
in favour of, or (b) in the case of Voting Only Instructions, in favour
of or against (as specified in the relevant Voting Only Instruction) the
Extraordinary Resolution to be proposed at the relevant Meeting and any
meeting held following any adjournment of the relevant Meeting, need
take no further action to be represented at the relevant Meeting or any
such adjourned meeting.
Noteholders who have not submitted or have submitted and subsequently
revoked (in the limited circumstances in which such revocation is
permitted) a Tender Instruction or Voting Only Instruction in respect of
the relevant Proposal should take note of the provisions set out below
detailing how such Noteholders can attend or take steps to be
represented at the relevant Meeting (references to which, for the
purpose of such provisions, include, unless the context otherwise
requires, any meeting held following any adjournment of the relevant
Meeting).
1. The provisions governing the convening and holding of a
meeting of the Noteholders are set out in a Schedule to the Trust Deed.
Copies of the Trust Deed are available for inspection by Noteholders as
referred to above.
Each person (a beneficial owner) who is the owner of a particular
nominal amount of the Notes through Euroclear Bank S.A./N.V. (Euroclear)
or Clearstream Banking S.A. (Clearstream, Luxembourg) or a person who is
shown in the records of Euroclear or Clearstream, Luxembourg as a holder
of the Notes (a Direct Participant), should note that a beneficial owner
will only be entitled to attend and vote at the relevant Meeting in
accordance with the procedures set out below and where a beneficial
owner is not a Direct Participant it will need to make the necessary
arrangements, either directly or with the intermediary through which it
holds its Notes, for the Direct Participant to complete these procedures
on its behalf.
In light of the ongoing developments in relation to coronavirus
(COVID-19), and current guidance issued by the UK government, it may be
impossible or inadvisable to hold the Meetings at a physical location.
Therefore, the Meetings are to be held via teleconference. Any
Noteholder who wishes to attend and vote at a Meeting or any adjourned
such Meeting in person must indicate to the Tender and Information Agent
(the contact details for which are set out below) or any Paying Agent
that they wish to participate in person in, or otherwise be represented
on, the teleconference for the relevant Meeting (rather than being
represented by the Tender and Information Agent) and, accordingly, they
will be provided with further details about attending the relevant
Meeting.
In addition, any Noteholder who wishes to attend and vote at a Meeting
in person (by way of teleconference) will be required to produce at such
Meeting a valid voting certificate or certificates issued by a Paying
Agent. A Noteholder may obtain a voting certificate in respect of its
Notes from a Paying Agent (as applicable) by arranging for its Notes to
be blocked in an account with Euroclear or Clearstream, Luxembourg
(unless the Note is the subject of a block voting instruction which has
been issued and is outstanding in respect of the relevant Meeting or any
adjourned such Meeting) not less than 48 hours before the time fixed for
the relevant Meeting (or, if applicable, any adjourned such Meeting),
and in each case within the relevant time limit specified by Euroclear
or Clearstream, Luxembourg, as the case may be, upon terms that the
Notes will not cease to be so blocked until the first to occur of the
conclusion of the relevant Meeting or any adjourned such Meeting and the
surrender of the voting certificate to the Paying Agent and notification
by the Paying Agent to Euroclear or Clearstream, Luxembourg, as the case
may be, of such surrender or the compliance in such other manner with
the rules of Euroclear or Clearstream, Luxembourg, as the case may be.
For the purposes of this Notice, 24 hours means a period of 24 hours
including all or part of a day upon which banks are open for general
business in London (disregarding for this purpose the day upon which
such meeting is to be held) and such period shall be extended by one
period or, to the extent necessary, more periods of 24 hours until there
is included as aforesaid all or part of a day upon which banks are open
for general business in London; 48 hours means a period of 48 hours
including all or part of two days upon which banks are open for general
business in London (disregarding for this purpose the day upon which
such meeting is to be held) and such period shall be extended by one
period or, to the extent necessary, more periods of 24 hours until there
is included as aforesaid all or part of two days upon which banks are
open for general business in London; and Clear Days means, in relation
to a meeting, no account shall be taken of the day on which the notice
of such meeting is given (or, in the case of an adjourned meeting, the
day on which the meeting to be adjourned is held) or the day on which
such meeting is held.
A Noteholder not wishing to attend and vote at a Meeting in person may
either deliver the voting certificate(s) to the person whom it wishes to
attend on its behalf or give a voting instruction (in the form of an
electronic voting instruction (an Electronic Voting Instruction) in
accordance with the standard procedures of Euroclear and/or Clearstream,
Luxembourg) to, and require the Agent to, include the votes attributable
to its Notes in a block voting instruction issued by the Agent for such
Meeting or any adjourned such Meeting, in which case the Agent shall
appoint a proxy to attend and vote at such Meeting in accordance with
such Noteholder's instructions.
If a Noteholder wishes the votes attributable to its Notes to be
included in a block voting instruction for the relevant Meeting or any
adjourned such Meeting, then (i) the Noteholder must arrange for its
Notes to be blocked in an account with Euroclear or Clearstream,
Luxembourg for that purpose and (ii) the Noteholder or a duly authorised
person on its behalf must direct the Agent as to how those votes are to
be cast by way of an Electronic Voting Instruction, not less than 48
hours before the time fixed for the relevant Meeting and within the time
limit specified by Euroclear or Clearstream, Luxembourg, as the case may
be, upon terms that the Notes will not cease to be so blocked until the
first to occur of (i) the conclusion of the relevant Meeting or any
adjourned such Meeting and (ii) not less than 48 hours before the time
for which the relevant Meeting is convened, the notification in writing
of any revocation of a Noteholder's previous instructions to the Agent
and the same then being notified in writing by the Agent to the Issuer
and the Trustee at least 24 hours before the time appointed for holding
the relevant Meeting and such Notes ceasing in accordance with the
procedures of Euroclear or Clearstream, Luxembourg, as the case may be,
and with the agreement of the Agent to be held to its order or under its
control, and that such instruction is, during the period commencing 48
hours prior to the time for which the relevant Meeting or any adjourned
such Meeting is convened and within the time limit specified by
Euroclear or Clearstream, Luxembourg, as the case may be, and ending at
the conclusion or adjournment thereof, neither revocable nor capable of
amendment.
2. The quorum required for each Extraordinary Resolution to be
considered at the relevant Meeting is one or more persons present and
holding or representing in the aggregate not less than two-thirds of the
aggregate nominal amount of the relevant Series for the time being
outstanding.
In the event such quorum is not present within 15 minutes from the time
initially fixed for a Meeting, such Meeting shall be adjourned until
such date, not less than 13 Clear Days nor more than 42 Clear Days later,
and time and place as may be appointed by the chairman of the relevant
Meeting. At least 10 Clear Days' notice shall be given of such adjourned
meeting in accordance with the provisions of the Trust Deed. At any such
adjourned Meeting one or more persons present and holding or
representing in the aggregate not less than one-quarter of the aggregate
nominal amount of the Notes for the time being outstanding will form a
quorum.
Voting certificates obtained and Electronic Voting Instructions given in
respect of any Meeting, including pursuant to a Tender Instruction or a
Voting Only Instruction in respect of the relevant Proposal (unless
revoked in accordance with the terms of the Trust Deed and, in the case
of Electronic Voting Instructions, in accordance with the procedures of
Euroclear or Clearstream, Luxembourg, as applicable) shall remain valid
for any such adjourned Meeting.
Noteholders should note these quorum requirements and should be aware
that, if the Noteholders either present or appropriately represented at
the relevant Meeting are insufficient to form a quorum for the relevant
Extraordinary Resolution, such Extraordinary Resolution (and
consequently the relevant aspects of the relevant Proposal) cannot be
formally considered thereat. Noteholders are therefore encouraged either
to attend the relevant Meeting in person (by way of teleconference) or
to arrange to be represented at the relevant Meeting as soon as
possible.
3. Every question submitted to a Meeting shall be decided in the
first instance by a show of hands.
Unless a poll is (before, or on the declaration of the result of, the
show of hands) demanded by the chairman of the Meeting, the Issuer, the
Company, the Trustee or by any person present and holding or
representing Notes (whatever the amount of the Notes so held or
represented by him), a declaration by the chairman of the relevant
Meeting that a resolution has been carried or carried by a particular
majority or lost or not carried by a particular majority shall be
conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such
resolution.
On a show of hands every person who is present in person (by way of
teleconference) and produces a voting certificate or is a proxy shall
have one vote.
On a poll every such person shall have one vote in respect of each
EUR1.00 in nominal amount outstanding of the Notes of the relevant
Series represented by the voting certificate so produced or in respect
of which he or she is a proxy.
4. To be passed at the relevant Meeting, an Extraordinary
Resolution requires a majority of at least three-quarters of the votes
cast in respect of such Extraordinary Resolution. If passed, an
Extraordinary Resolution shall be binding on all Noteholders of the
relevant Series, whether or not present at the Meeting at which it is
passed and whether or not voting.
This Notice is given by G4S International Finance plc.
Noteholders should contact the following for further information:
The Dealer Manager
Citigroup Global Markets Limited (Telephone in Europe: +44 20 7986 8969;
Telephone within the United States: Toll Free: +1 800 558 3745 /
Collect: +1 212 723 6106 / Email: liabilitymanagement.europe@citi.com;
Attention: Liability Management Group)
The Tender and Information Agent
Lucid Issuer Services Limited (Telephone: +44 20 7704 0880, Attention:
Arlind Bytyqi; Email: g4s@lucid-is.com
The Agent
Citibank, N.A., London Branch.
Dated: 20 May 2021
(END) Dow Jones Newswires
May 20, 2021 06:16 ET (10:16 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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