Statement re Offer

RNS Number : 4810J

Melrose Industries PLC

29 March 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

29 March 2018

Melrose Industries PLC ("Melrose")

Melrose's Offer for GKN plc ("GKN") is declared unconditional as to acceptances

As at 1.00 p.m. today Melrose had received valid acceptances representing approximately 52.43 per cent. of the voting rights of GKN.

Accordingly, Melrose is pleased to announce that the Acceptance Condition has today been satisfied and that its Offer has therefore become unconditional as to acceptances.

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.

Christopher Miller, Chairman of Melrose, said today:

"We are delighted and grateful to have received support from GKN shareholders for our plan to create a UK industrial powerhouse with a market capitalisation of over £10 billion and a tremendous future. 

We are looking forward to working with GKN's talented workforce and to delivering for customers and all stakeholders. Melrose has made commitments as to investment in R&D, skills and people and we are very excited about putting these into action.

Let me assure you that GKN is entering into very good hands.

We would like to thank our shareholders for their continued support of the Melrose strategy thus far. We are full of enthusiasm as we begin this next stage of the Melrose story and look forward to creating substantial value for our shareholders, old and new."

Further details:

1.   Level of acceptances

As at 1.00 p.m. today Melrose had received valid acceptances of its Offer in respect of 901,318,533 GKN Shares, representing approximately 52.43 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 1,718,840,823 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. Melrose expects that the Offer will become wholly unconditional by no later than 19 April 2018.

Save as described in section 3. below, all terms and conditions of the Offer, as set out in the Final Offer Document, continue to apply.

3.   Notice of closure of the Mix and Match Facility

The Mix and Match Facility will be closed for further acceptances with effect from 1.00 p.m. on 16 April 2018. Accordingly, following such time, GKN Shareholders who accept the Offer will not be able to make a Mix and Match Election under the Offer and all acceptances of the Offer will be deemed to be an acceptance in respect of the Base Consideration.

Enquiries:

Montfort Communications: Nick Miles, Charlotte McMullen	[phone] [phone] / [phone]
Rothschild (Financial Adviser to Melrose): Ravi Gupta, Yuri Shakhmin, Nathalie Ferretti	[phone]
RBC Europe Limited (Financial Adviser to Melrose): Mark Preston, Chris Squire, Alexander Thomas	[phone]
Investec (Corporate Broker to Melrose): Keith Anderson, Carlton Nelson	[phone]
Melrose Geoffrey Martin (Finance Director)	[phone]

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.

 

END

 

 

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