Notice of Redemption and Cancellation of Listing of Notes

18 September 2024

GKN Holdings Limited
 

GKN HOLDINGS LIMITED ANNOUNCES THE REDEMPTION AND CANCELLATION OF LISTING OF ITS OUTSTANDING £300,000,000 3.375% NOTES DUE 2032 (COMMON CODE: 161185779; ISIN: XS1611857795) ISSUED UNDER ITS £2,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME DATED 24 APRIL 2017

NOTICE OF REDEMPTION AND CANCELLATION OF LISTING OF NOTES

GKN Holdings Limited (the “Issuer”) announces that in accordance with the terms of the trust deed entered into among, inter alios, the Issuer and HSBC Corporate Trustee Company (UK) Limited in its capacity as trustee (the “Trustee”) dated 24 April 2017, as amended, restated and/or supplemented from time to time (the “Trust Deed”), the Issuer intends to redeem all of its outstanding £300,000,000 3.375% Notes due 12 May 2032 (the outstanding nominal amount of such Notes being £9,736,000 as at the date of this announcement, and the current Rate of Interest being 4.625% per annum ) (the “Notes”) in full (the “Redemption”).

The Optional Redemption Date for the Redemption will be 4 October 2024. The Redemption will be undertaken pursuant to and in accordance with the final terms dated 10 May 2017 in connection with the Notes, as amended, restated and/or supplemented from time to time (the “Final Terms”) and Condition 6.3(iii) of the terms and conditions of the Notes (the “Conditions”). The redemption price will be the Optional Redemption Amount, together with interest accrued to (but excluding) the Optional Redemption Date. The Issuer will redeem the Notes at the Make Whole Redemption Price calculated in accordance with the Final Terms and the Trust Deed, together with interest accrued to (but excluding) the Optional Redemption Date. Conv-Ex Advisors Limited, acting as Determination Agent (as defined in the Trust Deed), will determine the calculation of the Make Whole Redemption Price on the Reference Date (as defined in the Trust Deed), which shall be 1 October 2024. As soon as reasonably practicable on or after the Reference Date, the Issuer shall notify the Noteholders of the Make Whole Redemption Price and interest accrued to (but excluding) the Optional Redemption Date.

Noteholders should look to the relevant clearing systems through which their Notes are held for the notice of redemption and repayment. In accordance with the terms of the Trust Deed, the notice of redemption shall be deemed to have been given to the holders of the Notes on 19 September 2024, being one day after when such notice was given to the clearing systems.

Following the Redemption of the Notes, the Issuer will arrange to cancel the listing of the Notes on the Official List of the United Kingdom Financial Conduct Authority and the admission of the Notes to trading on the International Securities Market of the London Stock Exchange plc. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Trust Deed or the Final Terms, as applicable.

General

This announcement is released by GKN Holdings Limited and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Consent Solicitation and the proposed amendments described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Michael Payne, Director at GKN Holdings Limited.

This announcement is not an offer of securities for sale in the United States or to any U.S. person (as defined in Regulation S under the Securities Act). Securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration. The Notes and the related guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and the applicable state or local securities laws.

Enquiries:

Montfort Communications:	[phone]
Nick Miles	[phone] [e-mail]
Charlotte McMullen	[phone] [e-mail]

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