On 2 December 2020, GardaWorld published an offer document (the Increased Offer Document ) setting out the terms of its increased cash offer, made through its wholly-owned subsidiary Fleming, to acquire the entire issued and to be issued share capital of G4S plc ( G4S ) (other than the G4S Shares already held by Fleming) (the CashOffer ). GardaWorld is considering its options and a further announcement will be made when appropriate. G4S Shareholders are strongly advised to take no action at this time. The Cash Offer, which otherwise remains subject to the terms and conditions set out in the Increased Offer Document (noting the no increase statement regarding the offer price is no longer in effect and has been set aside), is being extended and will remain open for acceptance until 1.00 p.m. (London time) on Wednesday, 10 February 2021.
Part 26 of the Companies Act 2006 RSA Insurance Group plc ( RSA ) announces that at the Court Meeting and General Meeting held earlier today in connection with the recommended cash offer by Regent Bidco Limited ( Regent ) (a wholly-owned subsidiary of Intact Financial Corporation), pursuant to which Regent will acquire the entire issued and to be issued share capital of RSA (the Acquisition ) to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme ):
(A) the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting; and
(B) the requisite majority of RSA Shareholders voted to pass the Special Resolutions to implement the Scheme, including the amendment to RSA s articles of association and the re-registration of RSA as a private limited company under the Companies Act 2006, at the General Meeting.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The person responsible for arranging and authorising the release of this announcement is Richard Cordeschi, Group Company Secretary of TP ICAP. IMPORTANT NOTICE This announcement has been issued by, and is the sole responsibility of, TP ICAP. No representation or warranty, express or implied, is or will be made by, or in relation to, and no responsibility or liability whatsoever is or will be accepted by Merrill Lynch International ( BofA Securities ) (as Joint Bookrunner and Lead Financial Adviser to TP ICAP), HSBC Bank plc ( HSBC ) (as Sole Sponsor, Sole Global Co-ordinator, Joint Bookrunner and Financial Adviser to TP ICAP), J.P. Morgan Securities plc ( J.P. Morgan ) (as Joint Bookrunner to TP ICAP) and Peel Hunt LLP ( Peel Hunt ) (as Joint Bookrunner to TP ICAP), or any of their respective directors, officers, employees or advisers, or by any of their respective affiliates or agents, or any of their respective director