TIDMMRO TIDMGKN TIDMMRO
RNS Number : 3723L
Melrose Industries PLC
18 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
18 April 2018
Melrose Industries PLC ("Melrose")
Update re Melrose Offer for GKN
As at 12.00 p.m. today Melrose had received valid acceptances
representing approximately 84.97 per cent. of the voting rights of
GKN.
Earlier today Melrose confirmed that all outstanding Conditions
to the Offer, save for the Admission Condition, had been satisfied
or waived. The Admission Condition is expected to be satisfied at
8.00 a.m. on 19 April 2018 at which point the Offer will become
unconditional in all respects.
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.
Further details:
1. Melrose Offer unconditional in all respects save for Admission Condition
Earlier today Melrose announced that all Conditions to the Offer
had been satisfied or waived save for that relating to the
admission of the New Melrose Shares to the Official List and to
trading on London Stock Exchange (the "Admission Condition").
2. Level of acceptances
As at 12.00 p.m. today 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.
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).
3. Admission
Melrose has made applications to the FCA and London Stock
Exchange in respect of:
(a) 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 in respect of the share consideration due to
GKN Shareholders who have accepted the Offer prior to 12 p.m. on
the date of this announcement ("Admission"); and
(b) the block listing of 479,273,498 unallotted New Melrose
Shares, representing such number of New Melrose Shares which would,
when aggregated with the New Melrose Shares to be admitted as
described in (a), equal the full amount of New Melrose Shares to be
issued pursuant to the Offer assuming 100 per cent. acceptances of
issued GKN shares plus the total number of to be issued GKN Shares
("Block Listing"),
such Admission and Block Listing are expected to be effective at
8 a.m. on 19 April 2018, upon which the Admission Condition will
have been satisfied and Melrose will declare the Offer
unconditional in all respects. The New Melrose Shares will rank
pari passu in all respects with the Existing Melrose Shares in
issue.
GKN shareholders who hold their shares in uncertificated form
and who accepted the offer by 12.00 p.m. today will have their
CREST accounts credited with new Melrose shares on 19 April 2018
with the cash element of the consideration to be despatched within
14 days.
4. 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.
Given that Melrose has, by virtue of acceptances of the Offer,
acquired GKN Shares carrying over 75 per cent. of the voting rights
of GKN, an application will be made to the London Stock Exchange
for the cancellation of the trading of GKN Shares on its main
market for listed securities and the UKLA will be requested to
cancel the listing of GKN Shares on the Official List. Such
cancellation of listing and admission to trading will significantly
reduce the liquidity and marketability of any GKN Shares not
assented to the Offer.
If Melrose receives 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 in respect of
which the Offer has not been accepted. Any GKN Shares compulsorily
acquired will be acquired on the same terms as the Offer.
GKN Shareholders who validly accept the Offer after 12.00 p.m.
on the date of this announcement will receive the New Melrose
Shares and cash due to them within 14 calendar days following
receipt of such acceptance.
All terms and conditions of the Offer, as set out in the Final
Offer Document, continue to apply.
Enquiries:
+44 (0) 20 3514 0897
Montfort Communications: +44 (0) 7973 130 669 / +44
Nick Miles, Charlotte McMullen (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
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April 18, 2018 10:56 ET (14:56 GMT)
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