TIDM68AK
NOTES TER OFFER
Released 21 November 2022
GKN Holdings Limited
21 November 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA").
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS
DEFINED BELOW) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
GKN HOLDINGS LIMITED ANNOUNCES NOTES TER OFFER 21 NOVEMBER 2022
GKN Holdings Limited (the "Offeror") announces an invitation to the holders of
its 3.375% Notes due 12 May 2032 (Common Code: 161185779; ISIN: XS1611857795)
(the "Notes") to tender any and all of their Notes for purchase for cash (the "
Offer"). The Offer is made on the terms and subject to the conditions set out
in a tender offer memorandum dated 21 November 2022 (the "Tender Offer
Memorandum") prepared by the Offeror. Capitalised terms used herein and not
otherwise defined shall have the meanings given to them in the Tender Offer
Memorandum.
Holders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the Offer.
Summary of the Offer
Principal Amount subject
Title of the Notes ISIN/Common Code Amount Purchase Price to the Offer
Outstanding
3.375% Notes due 12 XS1611857795/ £299,900,000 £870 per £1,000 Any and all
May 2032* 161185779 in principal
amount of the
Notes
* the coupon on the Notes was subject to a step-up to 4.625% on 12
May 2019.
Rationale
The Offer is being made by the Offeror to optimise its capital structure in an
efficient manner.
The Offer
The price payable for Notes purchased by the Offeror pursuant to the Offer (the
"Purchase Price") is £870 per £1,000 in principal amount of the Notes. Accrued
Interest will also be paid in an amount in cash (rounded to the nearest £0.01
with half a unit rounded upwards) in respect of all Notes validly tendered and
delivered and purchased by the Offeror pursuant to the Offer for the period
from and including the interest payment date of the Notes immediately preceding
the Settlement Date, to but excluding the Settlement Date.
The Offer will expire at 5:00 P.M., London time, on 28 November 2022, unless
extended, withdrawn, re-opened or earlier terminated as described in the Tender
Offer Memorandum (such time and date, as the same may be extended, re-opened or
earlier terminated, the "Expiration Time").
The completion of the Offer is conditional upon the satisfaction or waiver of
the General Conditions, as further described in the Tender Offer Memorandum.
The Settlement Date is expected to be 1 December 2022, being three Business
Days after the Expiration Time.
Upon completion of the Offer, Notes validly tendered and accepted for purchase
may be cancelled. Notes that are not validly tendered and accepted for purchase
by the Offeror pursuant to the Offer and the terms and conditions set out in
the Tender Offer Memorandum will remain outstanding and will remain subject to
the terms and conditions of such Notes.
Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price
pursuant to the Offer, Holders must validly tender their Notes by delivering,
or arranging to have delivered on their behalf, a valid Tender Instruction that
is received by the Tender Agent by the Expiration Time.
Tender Instructions in respect of any Notes must be submitted in respect of a
minimum principal amount of Notes of no less than £100,000, being the minimum
denomination of the Notes, and integral multiples of £1,000 in excess thereof.
Indicative Timetable
Holders should take note of the following dates in connection with the Offer.
The dates below are, however, subject to modification and they may be extended,
reopened or amended in accordance with the terms of the Tender Offer
Memorandum.
Date and Time Action
21 November 2022.................................... Launch Date
Offer announced and Tender Offer Memorandum
available (subject to distribution
restrictions) from the Tender Agent.
28 November 2022, 5:00 p.m., London Expiration Time
time............................................................ Deadline for receipt of Tender Instructions by
the Tender Agent in order for Holders to be
able to participate in the Offer.
As soon as reasonably practicable on 29 November Results Announcement Date
2022......................................... Announcement of whether the Offeror will
accept valid tenders of Notes pursuant to the
Offer, subject to the conditions described
herein, and, if so, the amount of Notes
accepted for purchase pursuant to the Offer.
Expected to be on 1 December 2022......... Settlement Date
Subject to the satisfaction or waiver of the
General Conditions, the expected Settlement
Date for Notes validly tendered and accepted
for purchase by the Offeror.
The above times and dates are subject to the right of the Offeror to extend,
re-open, amend and/or terminate the Offer (subject to applicable law and as
provided in the Tender Offer Memorandum). Holders are advised to check with any
bank, securities broker or other intermediary through which they hold Notes
when such intermediary would need to receive instructions from a Holder in
order for that Holder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their instruction to
participate in, the Offer, before the deadlines specified in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each Clearing System
for the submission of Tender Instructions may be earlier than the relevant
deadlines specified above.
Further Information
The Offeror has engaged Barclays Bank PLC and RBC Europe Limited to act as the
Dealer Managers for the Offer. Questions regarding the terms of the Offer may
be directed to the Dealer Managers. The Offeror has also engaged Kroll Issuer
Services Limited to act as the Tender Agent. Questions or requests for
assistance or copies of the Tender Offer Memorandum may be directed to the
Tender Agent.
Before making a decision with respect to the Offer, Holders should carefully
consider all of the information in the Tender Offer Memorandum and, in
particular, the risk factors described in the section entitled "Risk Factors
and Other Considerations."
DEALER MANAGER
Barclays Bank PLC RBC Europe Limited
5 The North Colonnade 100 Bishopsgate
London London
E14 4BB EC2N 4AA
United Kingdom United Kingdom
Telephone: +44 20 3134 8515 Telephone: +44 20 7029 7420
Email: eu.lm@barclays.com Email: liability.management@rbccm.com
Attention: Liability Management Group Attention: Liability Management Group
TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Email: melrose@is.kroll.com
Attention: Illia Vyshenskyi
Website: https://deals.is.kroll.com/melrose
This announcement is released by GKN Holdings Limited and contains information
that is qualified or may have qualified as inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of
UK domestic law by virtue of the EUWA ("MAR"), encompassing information
relating to the Offer described above.
This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement and the Tender Offer Memorandum contain important information
which should be read carefully before any decision is made with respect to a
tender of Notes pursuant to the Offer. The Tender Offer Memorandum should also
be consulted for information regarding the procedures for participating in the
Offer and the conditions for the completion of the Offer. To receive copies of
the Tender Offer Memorandum or for questions relating to the Offer, please
contact the Dealer Managers or the Tender Agent using the contact information
given above. If any Holder is in any doubt as to the action it should take or
is unsure of the impact of the Offer, it is recommended to seek its own
financial and legal advice, including as to any tax consequences, from its
broker, bank manager, attorney, accountant or other independent financial or
legal adviser. Any individual or company whose Notes are held on its behalf by
a broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity directly if it wishes to tender Notes in
the Offer. None of the Offeror, the Guarantors, the Dealer Managers or the
Tender Agent (or any of their respective directors, employees or Affiliates) is
providing Holders with any legal, business, tax or other advice in this
announcement or the Tender Offer Memorandum or makes any representation or
recommendation whatsoever regarding this announcement, the Tender Offer
Memorandum, the Offer or whether Holders of Notes should tender Notes for
purchase pursuant to the Offer or refrain from tendering any Notes, and none of
them has authorised any person to make any such recommendation.
Any deadlines set by any intermediary or clearing system may be earlier that
the deadlines specified in the Tender Offer Memorandum.
This announcement is for informational purposes only and the distribution of
this announcement and/or the Tender Offer Memorandum does not constitute an
offer or an invitation to participate in the Offer in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make such offer or
invitation or for there to be such participation under applicable laws. The
distribution of this announcement in certain jurisdictions may be restricted by
law. Persons into whose possession this announcement or the Tender Offer
Memorandum comes are required by each of the Offeror, the Dealer Managers and
the Tender Agent to inform themselves about and to observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Offer and Distribution Restrictions
United States
The Offer is not being made, and will not be made, directly or indirectly in or
into, or by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national securities
exchange of, the United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet. The Notes may
not be tendered in the Offer by any such use, means, instrumentality or
facility from or within the United States or by a U.S. person as defined in the
Regulation S of the Securities Act. Accordingly, copies of this announcement,
the Offer to Purchase Statement and any other documents or materials relating
to the Offer are not being, and must not be, directly or indirectly mailed or
otherwise transmitted, distributed or forwarded (including, without limitation,
by custodians, nominees or trustees) in or into the United States. Any
purported tender of Notes in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
Notes made by a person located in the United States or any agent, fiduciary or
other intermediary acting on a non discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.
Each Holder participating in the Offer will represent that it is a non-U.S.
person located outside the United States or a dealer or other professional
fiduciary in the United States acting on a discretionary basis only for the
benefit or account of non-U.S. persons located outside the United States. For
the purposes of this and the above paragraph, "United States" means the United
States of America, its territories and possessions (including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the District of
Columbia.
European Economic Area and the United Kingdom
The Notes are not being offered to the public within the meaning of Regulation
(EU) 2017/1129 (as amended, the "Prospectus Regulation") and the Offer is not
subject to the obligation to publish a prospectus under the Prospectus
Regulation. The Tender Offer Memorandum does not constitute a prospectus for
the purposes of the Prospectus Regulation.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer have not been approved by an
authorised person for the purposes of section 21 of the FSMA. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of such
documents and/or materials is exempt from the restriction on financial
promotions under section 21(1) of the FSMA on the basis that it is only
directed at and may only be communicated to (1) those persons who are existing
members or creditors of the Offeror or other persons within Article 43(2) of
the Financial Promotion Order, and (2) any other persons to whom such documents
and/or materials may lawfully be communicated in circumstances in which section
21(1) of the FSMA does not apply to the Offeror.
France
The Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). This announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offer have only been and
shall only be distributed in France to qualified investors (investisseurs
qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129. This
announcement, the Tender Offer Memorandum and any other document or material
relating to the Offer have not been and will not be submitted for clearance to
nor approved by the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer have been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy ("Italy") as an exempted offers pursuant
to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders,
or beneficial owners of the Notes that are located in Italy, can tender some or
all of their Notes for purchase in the Offer through authorised persons (such
as investment firms, banks or financial intermediaries permitted to conduct
such activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes or the Offer.
General
Neither this announcement, the Tender Offer Memorandum nor the Offer
constitutes an offer to buy or the solicitation of an offer to sell the Notes
or the New Notes in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require the
Offer to be made by a licensed broker or dealer and either of the Dealer
Managers or, where the context so requires, any of their respective Affiliates
is such a licensed broker or dealer in that jurisdiction, the Offer shall be
deemed to be made on behalf of the Offeror by such Dealer Manager or Affiliate
(as the case may be) in such jurisdiction.
Each Holder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and generally
as set out in the "Procedures for Participating in the Offer" section of the
Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer
from a Holder that is unable to make these representations may be rejected.
Each of the Offeror, the Dealer Managers and the Tender Agent reserves the
right, in their absolute discretion, to investigate, in relation to any tender
of Notes for purchase pursuant to the Offer, whether any such representation
given by a Holder is correct and, if such investigation is undertaken and as a
result the Offeror determines (for any reason) that such representation is not
correct, such tender may be rejected.
END
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