BRINKS CO BCO

election_required = True...y any “odd lot holder” (as defined below) who: • tenders all shares owned (beneficially or of record) by the odd lot holder at a price equal to or below the purchase price (tenders of less than all the shares owned will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; • Second, after the purchase of all the shares properly tendered by odd lot holders and subject to the conditional tender procedures described in Section 6, all other shares properly tendered at prices equal to or below the purchase price, on a pro rata basis with appropriate adju...

expiry = 2006-04-06...he Associated Preferred Stock Purchase Rights) at a Purchase Price not Greater Than $52.50 Nor Less Than $47.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 6, 2006, UNLESS THE TENDER OFFER IS EXTENDED. WE MAY EXTEND THE TENDER OFFER PERIOD AT ANY TIME. The Brink's Company is: • offering to purchase 10,000,000 shares of our common stock and the associated preferred stock purchase rights in a tender of...

listed = True...rs tender shares in the tender offer? No. Our directors and executive officers have advised us that they do not intend to tender any shares in the tender offer. See Section 11. 4 What is a recent market price of my The Brink's Company shares? Our common stock is traded on the NYSE under the symbol “BCO.” On November 15, 2005, the last full trading day before we announced that we had entered into an agreement for the sale of our BAX Global operating unit and indicated our intention to return between approximately $400 to $600 million to holders of our common stock through share repurchases, the last reported sale p...

mechanism = DUTCH...t the same time increasing non-tendering shareholders' proportionate interest in us. See Section 2. What is the purchase price? The price range for the tender offer is $47.50 to $52.50. We are conducting the tender offer through a procedure commonly called a “Modified Dutch Auction.” This procedure allows you to choose a price within this price range at which you are willing to sell your shares. We will look at the prices chosen by shareholders for all of the shares properly tendered and not properly withdrawn. We will then select the lowest price that will allow us to buy 10,000,000 shares. If a lesser number of s...

mechanism = FIXED...mit.” The first paragraph under the heading “Source and Amount of Funds” on page 26 is hereby amended by deleting it in its entirety and replacing it with the following: “Assuming that we purchase 10,000,000 shares in the tender offer at the maximum specified purchase price of $52.50 per share, approximately $525,000,000 million in the aggregate will be required to purchase such shares. We expect that the maximum aggregate costs, including all fees and expenses applicable to the tender offer, will be approximately $526,000,000 million. We expect to pay the purchase price and related fees and expenses from available cash and ca...

must_tender_all = True...ase price, we will purchase shares based on the following order of priority: First, we will purchase shares from all holders of “odd lots” of less than 100 shares (not including any shares held in The Brink's Company 401(k) Plan or the BAX Global 401(k) Plan) who properly tender all of their shares at prices equal to or below the selected price. Second, we will purchase shares from all other shareholders who properly tender shares at prices equal to or below the selected price, on a pro rata basis, subject to the conditional tender provisions described in Section 6. As a result, we will purchase the same percentage of shares from e...

price = USD 47.5-52.5...olders who elect to tender their shares, while at the same time increasing non-tendering shareholders' proportionate interest in us. See Section 2. What is the purchase price? The price range for the tender offer is $47.50 to $52.50. We are conducting the tender offer through a procedure commonly called a “Modified Dutch Auction.” This procedure allows you to choose a price within this price range at which you are willing to sell your shares. We wi...

price = USD 52.5...26 is hereby amended by deleting it in its entirety and replacing it with the following: “Assuming that we purchase 10,000,000 shares in the tender offer at the maximum specified purchase price of $52.50 per share, approximately $525,000,000 million in the aggregate will be required to purchase such shares. We expect that the maximum aggregate costs, including all fees and expenses applicable to the tender offer, will be approxim...

threshold = 100...greater number of shares. Odd Lots. For purposes of the tender offer, the term “odd lots” means all shares properly tendered before the Expiration Date at prices equal to or below the purchase price and not properly withdrawn by any person, referred to as an “odd lot holder,” who owns, beneficially or of record, a total of fewer than 100 shares (not including any shares held in The Brink's Company 401(k) Plan or the BAX Global 401(k) Plan) and certifies to that fact in the “Odd Lots” box on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of oth...

threshold = 100...as follows: “We also reserve the right, but will not be obligated, to purchase all shares properly tendered by any shareholder who tenders all shares owned beneficially or of record at or below the purchase price and who, as a result of proration, would then own a total of fewer than 100 shares. If we exercise this right, it will increase the number of shares that we are offering to purchase in the tender offer by the number of shares purchased through the exercise of this right, subject to applicable law.” The last paragraph under the heading “Number of Shares; Price; Priority of Purchase — Odd Lots” on page 11 is hereby delet...

txn_type = TENDER_OFFEREX-99 2 ex99-a1a.htm EXHIBIT (A)(1)(A) THE BRINK'S COMPANY Offer to Purchase for Cash up to 10,000,000 Shares of Its Common Stock (including the Associated Preferred Stock Purchase Rights) at a Purchase Price not Greater Than $52.50 Nor Less Than $47.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 6, 2006, UNLESS THE...

txn_type = TENDER_OFFER...price not greater than $52.50 nor less than $47.50 per Share, net to the seller in cash, without interest, as specified by the shareholders tendering their Shares. The Company’s tender offer is made on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 9, 2006 (the “Offer to Purchase”), and in the related Letter of Transmittal (or similar materials distributed to participants in the Company’s 401(k) Plan or the BAX Global 401(k) Plan), which, as amended or supplemented from time to time, together constitute the tender offer, copies of which were previously filed as Exhibit...

final_price = 52.5...nt of Funds” on page 26 is hereby amended by deleting it in its entirety and replacing it with the following: “Assuming that we purchase 10,000,000 shares in the tender offer at the maximum specified purchase price of $52.50 per share, approximately $525,000,000 million in the aggregate will be required to purchase such shares. We expect that the maximum aggregate costs, including all fees and expenses applicable to the tender offer, will be approximately $526,000,000 million. We expect to pay the purchase pr...