TIDMMRO TIDMGKN
RNS Number : 3155M
Melrose Industries PLC
27 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
27 April 2018
Melrose Industries PLC ("Melrose")
Offer for GKN plc ("GKN")
Compulsory Acquisition of remaining GKN Shares
Melrose announces that it has now acquired, unconditionally
contracted to acquire or received valid acceptances of the Offer in
respect of more than 90 per cent. of the value of the GKN Shares to
which the Offer relates and more than 90 per cent. of the voting
rights carried by such shares. Accordingly, Melrose will now begin
the implementation of the compulsory acquisition procedure under
Chapter 3 of Part 28 of the Companies Act 2006 (the "Act") to
acquire the remaining GKN Shares which it does not already own or
has not already acquired, contracted to acquire or in respect of
which it has not already received valid acceptances, as
contemplated by the Offer Document.
Melrose will shortly despatch formal compulsory acquisition
notices under Sections 979 and 980 of the Act (the "Compulsory
Acquisition Notices") to GKN Shareholders who have not yet accepted
the Offer (the "Remaining Shareholders"). These notices will set
out Melrose's intention to apply the provisions of Section 979 of
the Act to compulsorily acquire any remaining GKN Shares in respect
of which the Offer has not been accepted, on the same terms as the
Offer.
Melrose expects that such outstanding GKN Shares will be
compulsorily acquired by Melrose, on the same terms as the Offer,
on or shortly after, the date that is six weeks from the date of
the Compulsory Acquisition Notices. The consideration to which
those Remaining Shareholders will be entitled will be held by, or
on behalf of, GKN on trust for those Remaining Shareholders who
have not accepted the Offer and they will be requested to claim
their consideration by writing to GKN at the end of the six week
period.
Further details:
1. Level of acceptances
As at 3.00 p.m. on 26 April 2018, being the last practicable
date and time prior to this announcement, Melrose had received
valid acceptances of its Offer in respect of 1,561,321,133 GKN
Shares, representing approximately 90.53 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 1,724,605,373 GKN Shares in issue (excluding
shares held in treasury).
2. De-Listing of GKN
As previously announced, Melrose will 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 at 8.00 a.m.
on or around 21 May 2018. Such cancellation of listing and
admission to trading will significantly reduce the liquidity and
marketability of any GKN Shares not assented to the Offer.
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 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.
GKN Shareholders validly accepting the Offer 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.
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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