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G4S AND FS INVEST AGREE NOT TO PROCEED WITH ACQUISITION OF ISS AND RELATED RIGHTS ISSUEG4S plc ("G4S") announces that G4S and FS Invest II S.àr.l. ("FS Invest") haveagreed to terminate the share purchase agreement ("SPA") pursuant to which G4Swas to acquire ISS A/S ("ISS") from FS Invest (the "Acquisition"). Accordingly,the board of directors of G4S (the "Board") will not put any resolutions to theshareholder meeting convened for 2 November 2011 and will not be proceeding withthe rights issue or other financing required for the Acquisition.Alf Duch-Pedersen, Chairman of G4S, said:"We believe that developing our business towards an enhanced security andintegrated facilities services model is the way forward in the longer term andwe saw ISS as an excellent opportunity to achieve this aim. However, followingthe announcement of the Acquisition, shareholders have raised concernsparticularly over its scale and perceived complexity against the backdrop ofcurrent macro-economic uncertainty.We consulted our leading shareholders ahead of announcing the transaction, andbased on the feedback received, felt confident to launch the deal. We have nowdiscussed the merits of this combination with a significantly larger number ofour shareholders and whilst they continue to express their overwhelming supportfor the standalone G4S business and its management, the Board has listenedcarefully to concerns raised by shareholders regarding the Acquisition and hasconcluded that in the circumstances it is inappropriate to proceed.G4S is a successful and well managed business. It has delivered year on yearearnings and dividend growth since the group was created in 2004 from the mergerof Securicor and Group 4 Falck. G4S has consistently generated returns oninvested capital well above its cost of capital, and delivered averageshareholder returns of 13.3% per year since the start of 2005.The Board and management of G4S remain focused on continuing to generatesustainable shareholder value and driving business success both organically andthrough targeted acquisitions."Nick Buckles, Chief Executive of G4S, said:"We are obviously disappointed that we have not been able to complete thistransaction.  We felt strongly that the combination of G4S and ISS would createa market-leading integrated security and facilities services company which wouldbe well placed to meet the growing needs of customers and deliver significantinvestment returns at the same time.However, we respect the importance of shareholders' views and, on the basis offeedback received since the transaction was announced, we have decided not toproceed.Our strategy will continue to focus on providing higher value, integratedsecurity solutions to our customers and leveraging our expertise in key sectors,geographies and service lines. We will continue to acquire businesses which addcapability to G4S to help drive the business forward.The G4S business continues to develop positively with organic growth of 5% inthe first nine months of 2011."The Acquisition, together with the rights issue, was conditional, inter alia, onsecuring 75% shareholder support at a G4S shareholder meeting.  There are nobreak fees payable pursuant to the termination of the SPA. The majority of thefees and costs to be paid in connection with the Acquisition and the rightsissue was only payable if the Acquisition completed. However certain of thesefees and costs, amounting to approximately £50 million, will be incurred by G4Sin any event. These fees relate principally to commitment fees in connectionwith the financing of the Acquisition, but also include the net costs ofderivative hedging instruments entered into to hedge the foreign exchange riskassociated with raising funds in sterling to effect a purchase in Danish Kroneand up to £2 million payable to ISS's auditors in relation to certain workcarried out in respect of the Acquisition. These fees and costs will be treatedas exceptional items in the G4S accounts for the year ended 31 December 2011.
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