TIDMMRO TIDMMRO TIDMGKN
RNS Number : 0977L
Melrose Industries PLC
17 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
17 April 2018
Melrose Industries PLC ("Melrose")
Melrose has received valid acceptances representing
approximately 81.80 per cent. of the voting rights of GKN
Result of Mix and Match Facility in relation to Melrose's Offer
for GKN plc ("GKN")
Update on Offer acceptances and anticipated cancellation of
listing and trading of GKN Shares
As at 3.00 p.m. on 16 April 2018 Melrose had received
acceptances of its Offer in respect of 1,406,130,769 GKN Shares,
representing approximately 81.80 per cent. of the voting rights of
GKN. Consequently, once the Offer has been declared wholly
unconditional by 19 April 2018, 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
the UKLA will be requested to cancel the listing of GKN Shares on
the Official List.
The cancellation of listing and admission to trading of GKN
Shares on the Official List and Main Market respectively is
expected to take effect on or around 21 May 2018, being 20 Business
Days from the date on which the Offer is expected to become wholly
unconditional. Such cancellation of listing and admission to
trading will significantly reduce the liquidity and marketability
of any GKN Shares not assented to the Offer.
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.
Melrose expects that the Offer will become wholly unconditional
by no later than 19 April 2018.
Result of Mix and Match elections
At 1.00 p.m. on 16 April 2018, the Mix and Match Facility in
relation to Melrose's Offer for GKN was closed. Valid "More Shares"
Mix and Match Elections in respect of 215,373,608 GKN Shares,
representing approximately 12.53 per cent. of the voting rights of
GKN, and valid "More Cash" Mix and Match Elections in respect of
394,355,176 GKN Shares, representing approximately 22.94 per cent.
of the voting rights of GKN, were made by GKN Shareholders.
The ability to satisfy "More Shares" and "More Cash" Mix and
Match Elections was dependent upon other GKN Shareholders making
equal and opposite elections.
GKN Shareholders who made valid "More Cash" Mix and Match
Elections have had such elections scaled back. In respect of each
GKN Share for which a valid "More Cash" Mix and Match Election was
made and satisfied, GKN Shareholders will receive approximately
460.7 pence as set out in the Final Offer Document. GKN
Shareholders who made valid "More Shares" Mix and Match Elections
have had such elections satisfied in full.
Following closure of the Mix and Match Facility, any further GKN
Shareholders who accept the Offer will do so in respect of the Base
Consideration of 1.69 new Melrose Shares and 81 pence for every GKN
share they own. GKN Shareholders who accept the Offer by 12:00pm on
18 April 2018 will receive the Melrose consideration shares to
which they are entitled as soon as possible after Admission which
is expected at 8:00am on 19 April 2018. The cash element of the
consideration will be settled or despatched no later than 3 May
2018 in respect of valid acceptances by 12:00pm on 18 April
2018.
Full details of the Mix and Match Facility are set out in the
Final Offer Document.
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
Further details:
1. Level of acceptances
As at 3.00 p.m. on 16 April 2018 Melrose had received valid
acceptances of its Offer in respect of 1,406,130,769 GKN Shares,
representing approximately 81.80 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 1,718,920,839 GKN Shares in issue (excluding
shares held in treasury).
2. 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.
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
OUPLLFSASRIRLIT
(END) Dow Jones Newswires
April 17, 2018 02:00 ET (06:00 GMT)
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