TIDMMRO TIDMGKN
RNS Number : 4404L
Melrose Industries PLC
19 April 2018
LEI: 213800RGNXXZY2M7TR85
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
19 April 2018
Melrose Industries PLC ("Melrose")
Melrose's Offer for GKN has become unconditional in all
respects
Offer declared unconditional in all respects
Melrose is pleased to announce that its Offer for GKN is now
unconditional in all respects following the satisfaction of the
Admission Condition.
Earlier today 2,468,470,543 New Melrose Shares were admitted to
listing on the premium segment of the Official List of the UKLA and
were admitted to trading on the London Stock Exchange's main market
for listed securities in respect of valid acceptances for
1,460,633,457 GKN shares received as at 12.00 p.m. on 18 April
2018, representing approximately 84.97 per cent. of the voting
rights of GKN. The cash element of the consideration will be
settled or despatched by no later than 3 May 2018 in respect of
valid acceptances received by 12:00 p.m. on 18 April 2018.
GKN Shareholders who have not accepted the Offer are urged to do
so as soon as possible in accordance with the instructions set out
in the Final Offer Document.
Update on GKN
Melrose's early stage review of GKN has confirmed its Board's
conviction of the extent of the opportunity to improve GKN's
business for the benefit of its shareholders and wider
stakeholders. Melrose looks forward to transforming GKN through
operational improvements, investment, new leadership and a
fundamental change in culture, so that GKN's businesses can reach
their full potential.
Melrose intends, on Tuesday 24 April 2018, to update the markets
with a short statement covering GKN trading for the 13 week period
from 1 January 2018 to 31 March 2018, a period prior to Melrose
ownership. The short GKN trading update next week will be followed
by a comprehensive review of GKN performance to be given at the
Melrose half year results announcement in early September 2018.
Changes to the Board of GKN
As the Offer has been declared wholly unconditional, Melrose
announces that all the members of the Board of GKN have resigned
from the Board of GKN plc as of today's date. Melrose thanks each
of the GKN Board members for their commitment to GKN. In accordance
with the articles of association of GKN plc, Christopher Miller,
David Roper, Simon Peckham, Geoffrey Martin, Jonathon Crawford and
Garry Barnes have been appointed to the GKN Board for an interim
period until such time as the cancellation of the trading of GKN
Shares on the London Stock Exchange's main market for listed
securities and the cancellation of the listing of GKN Shares on the
UKLA's Official List takes effect, expected to be on or around 21
May 2018.
Christopher Miller, Chairman of Melrose said today:
"Today sees the formation of a new manufacturing powerhouse,
headquartered in the UK and with diverse operations around the
world. Each of these operations has enormous potential and under
Melrose ownership we know we can help them fulfil that potential.
Every time we have acquired a company, we have found talented and
dedicated people at all levels of the business who have been
enthusiastic about change. This will be the case at GKN: The
knowledge and vision of the GKN teams will find full focus under
Melrose and together we will transform the prospects of the
business as Melrose has done with all our previous
acquisitions.
We have begun our in-depth review and this has confirmed our
expectations about the size and scale of the opportunity to create
lasting value for shareholders and all stakeholders as we drive the
businesses to their full potential.
Investment in R&D, skills, new products and new technology
will be at the heart of our programme. As we have said throughout,
Melrose manages and operates its businesses as if we were going to
own them forever, and we will continue to do so. We will be
speaking to customers and suppliers about how we can improve our
service to them and drive long term programmes to their
satisfaction.
We are pleased to make binding commitments to the UK and other
Governments around the world about our commitment to GKN and to
national security. We look forward to working closely with those
governments as a responsible supplier and corporate citizen.
We would also like to thank GKN for its cooperation over the
last three weeks to ensure an efficient transition."
Further details:
1. Level of acceptances
As at 12.00 p.m. on 18 April 2018, being the last practicable
date and time prior to this announcement, Melrose had received
valid acceptances of its Offer in respect of 1,460,633,457 GKN
Shares, representing approximately 84.97 per cent. of the voting
rights of GKN. So far as Melrose is aware, none of these
acceptances has been received from persons acting in concert with
Melrose or in respect of shares subject to an irrevocable
commitment or letter of intent.
Melrose intends to procure that GKN applies to the London Stock
Exchange for the cancellation of the trading of GKN Shares on its
main market for listed securities and to the UKLA for the
cancellation of the listing of GKN Shares on the Official List.
Such cancellations are expected to take effect on or around 21 May
2018, being 20 Business Days from today's date. Such cancellation
of listing and admission to trading will significantly reduce the
liquidity and marketability of any GKN Shares not assented to the
Offer.
The percentage of GKN Shares referred to in this announcement in
respect of which valid acceptances have been received is based on
there being a total of 1,718,956,188 GKN Shares in issue (excluding
shares held in treasury).
2. Listing of New Melrose Shares
The admission of 2,468,470,543 New Melrose Shares to listing on
the Official List and to trading on the Main Market of the London
Stock Exchange, together with the block listing of 479,273,498
unallotted New Melrose Shares, took effect at 8.00 a.m. today.
3. Continuation of Offer
The Offer will remain open for acceptance until further notice,
and not less than 14 calendar days' notice will be given in respect
of the closure of the Offer.
All terms and conditions of the Offer, as set out in the Final
Offer Document, continue to apply.
GKN Shareholders who have validly accepted the Offer by 12:00
p.m. on 18 April 2018 will receive the Melrose consideration shares
to which they are entitled as soon as possible. The cash element of
the consideration will be settled or despatched no later than 3 May
2018 in respect of valid acceptances received by 12:00 p.m. on 18
April 2018.
GKN Shareholders validly accepting the Offer after 12:00 p.m. on
18 April 2018 will receive their New Melrose Shares and their cash
consideration to which they are entitled within 14 calendar days
from the date of their acceptance.
As contemplated by the Offer Document, if Melrose acquires
and/or receives valid acceptances under the Offer in respect of
both 90 per cent. or more in value of the GKN Shares to which the
Offer relates and 90 per cent. or more of the voting rights carried
by those shares, Melrose intends to apply the provision of sections
974 to 991 of the Companies Act to compulsorily acquire any
outstanding GKN Shares to which the Offer relates and which it has
not already acquired or in respect of which it has not already
received valid acceptances. Any GKN Shares compulsorily acquired
will be acquired on the same terms as the Offer.
Enquiries:
+44 (0) 20 3514 0897
Montfort Communications: +44 (0) 7973 130 669
Nick Miles, Charlotte McMullen / +44 (0) 7921 881 800
Rothschild (Financial Adviser
to Melrose):
Ravi Gupta, Yuri Shakhmin,
Nathalie Ferretti +44 (0) 20 7280 5000
RBC Europe Limited (Financial
Adviser to Melrose):
Mark Preston, Chris Squire,
Alexander Thomas +44 (0) 20 7653 4000
Investec (Corporate Broker
to Melrose):
Keith Anderson, Carlton
Nelson +44 (0) 20 7597 5970
Melrose
Geoffrey Martin (Finance
Director) +44 (0) 20 7647 4500
Important Notices
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Final Offer Document. All times
referred to are London time, unless otherwise stated.
Financial Advisers
N M Rothschild & Sons Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Melrose and for no one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Melrose for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
RBC Europe Limited, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Melrose and for no one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than Melrose for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Melrose and no one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than Melrose for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Notice to Overseas Shareholders
The release, publication or distribution of this announcement,
the Original Offer Document, the First Form of Acceptance, the
Original Prospectus Equivalent Document, the Final Offer Document,
the Second Form of Acceptance or the New Prospectus Equivalent
Document in jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable requirements.
In particular, the ability of persons who are not resident in the
United Kingdom to accept the Offer or to execute and deliver a Form
of Acceptance may be affected by the laws of the relevant
jurisdictions in which they are located.
Unless otherwise determined by Melrose or required by the City
Code, and permitted by applicable law and regulation, the Offer is
not being made, directly or indirectly, in, into or from the United
States or any other Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws in that
jurisdiction and no person may accept the Offer by any use, means
or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, the United States
or any other Restricted Jurisdiction or any other jurisdiction
where to do so would constitute a violation of the laws of that
jurisdiction, and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities. Accordingly, copies
of this announcement, the Original Offer Document, the First Form
of Acceptance, the Original Prospectus Equivalent Document, the
Final Offer Document, the Second Form of Acceptance or the New
Prospectus Equivalent Document and any accompanying document are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from the
United States or any other Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the
laws of that jurisdiction, and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from the
United States or any other Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the
laws of that jurisdiction.
The availability of the Offer to GKN Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Any such person
should read paragraph 16 of Part 1 of the Final Offer Document and
Section D of Part 2 (if such person holds GKN Shares in
certificated form) or Section E of Part 2 (if such person holds GKN
Shares in uncertificated form) of the Original Offer Document and
inform themselves of, and observe, any applicable legal or
regulatory requirements.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.melroseplc.net by no later
than 12 noon (London time) on the business day following the date
of this announcement.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRUKRBRWUASARR
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