TIDM68AK TIDM16DW TIDM31OL 
 
RESULTS OF THE NOTES TENDER OFFER 
                           Released 29 November 2022 
 
GKN Holdings Limited 
29 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. 
 
  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 RESULTS OF ITS NOTES TENDER OFFER 29 NOVEMBER 
                                     2022 
 
GKN Holdings Limited (the "Offeror") announces the results of the Offer (as 
defined below) to the holders ("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 was announced on 21 November 2022 and was 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. 
 
Results of the Offer 
 
According to information provided by the Tender Agent, £169,957,000 in 
aggregate principal amount of the Notes were validly tendered and will be 
accepted for repurchase by the Offeror, subject to the terms and conditions 
described herein and in the Tender Offer Memorandum, for cash at a purchase 
price of £870 per £1,000 in principal amount of the Notes. The Offeror will 
also pay the Accrued Interest Payment 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 completion of the Offer is conditional upon the satisfaction or waiver of 
the General Conditions, as further described in the Tender Offer Memorandum. 
 
Settlement of the Offer and Other Relevant Information 
 
The Settlement Date is expected to be 1 December 2022, being three Business 
Days after the Expiration Time. The Offeror will make a further announcement 
confirming the Settlement Date in due course. 
 
On the Settlement Date, payment of the Tender Offer Consideration will be made 
in immediately available funds delivered to the Clearing Systems for payment to 
the cash accounts of the relevant Direct Participants in the Clearing Systems. 
The deposit of such funds with the Clearing Systems will discharge the 
obligation of the Offeror to all Holders in respect of the above amounts 
represented by such funds. 
 
Upon completion of the Offer,  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. 
 
Further Information 
 
The Offeror has engaged Barclays Bank PLC and RBC Europe Limited to act as the 
Dealer Managers for the Offer. The Offeror has also engaged Kroll Issuer 
Services Limited to act as the Tender Agent. 
 
                                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 
 
                                 TENDER 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 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. 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. 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. 
 
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. 
 
 
 
END

(END) Dow Jones Newswires

November 29, 2022 04:00 ET (09:00 GMT)

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