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G4S plc: Form 8 Opening Position Disclosure

FORM 8 (OPD)PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1.         KEY INFORMATION2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSUREIf there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.(a)           Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relatesAll interests and all short positions should be disclosed.Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).(b)           Rights to subscribe for new securities3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSUREDetails of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:
(a) Ordinary shares in G4S held by G4S directors
(1)Rounded to 5 decimal places(b) Deferred share awards held by G4S executive directorsDeferred shares may be awarded to G4S executive directors as part of their annual bonus. Any bonus due above 50% of the individual’s maximum bonus entitlement is awarded as deferred shares, which vest after a period of three years unless the individual ceases employment prior to the third anniversary of the award and qualifies as a good leaver. Please see the Directors’ Remuneration Report on pages 124-148 of G4S’s 2019 Integrated Report and Accounts for further detail.(i) Deferred share awards held by Ashley Almanza(ii) Deferred share awards held by Timothy Weller(c) Long Term Incentive Plan (“LTIP”) awards held by G4S executive directorsLTIP awards are granted to G4S executive directors on an annual basis and vest over a period of at least three years subject to continued service and the achievement of a number of key performance measures. Performance for the 2018 and 2019 LTIPS is measured based on a combination of earnings per share growth, total shareholder return against a comparator group and average operating cash flow and performance for the 2020 LTIP is measured based on a combination of earnings per share growth, total shareholder return against a comparator group and free cash flow. Please see the Directors’ Remuneration Report on pages 124-148 of G4S’s 2019 Integrated Report and Accounts for further detail.(i) LTIP awards held by Ashley Almanza(ii) LTIP awards held by Tim Weller(d) Interests and short positions of G4S’s advisers in ordinary shares in G4SJ.P. MORGAN CHASE BANK (CUSTODY)(1)Rounded to 5 decimal places.Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).4.         OTHER INFORMATION(a)        Indemnity and other dealing arrangements(b)        Agreements, arrangements or understandings relating to options or derivatives(c)        AttachmentsAre any Supplemental Forms attached?
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk. 

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