Statement re GKN announcement

RNS Number : 3262H

Melrose Industries PLC

09 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

FOR IMMEDIATE RELEASE

9 March 2018

Statement regarding GKN plc ("GKN") announcement

The Board of Melrose notes today's announcement by GKN in relation to the proposed sale of its Driveline business to Dana Incorporated ("Dana") and notes the following:

·      The proposed new entity would be majority Dana-owned, Dana-managed and headquartered in Ohio.

·      GKN shareholders would receive US-listed shares, which many would neither wish or be able to hold. 

·      For UK-resident shareholders of GKN, the receipt of the new Dana shares is expected to be treated and taxed as dividend income.

·      The hasty sale by GKN is being proposed prior to any improvement being made for the benefit of GKN shareholders.

·      This transaction will involve a lengthy and uncertain completion process, including anti-trust clearances in the EU, US and China, as well as Dana's shareholder approval, which is not expected until Q4 2018.

Christopher Miller, Chairman of Melrose said:

"Today's announcement changes nothing and is a further admission of the management failure of GKN. A hasty sale of one of Britain's most important businesses will leave it listed overseas, run by a foreign management team and rebranded as a US business. In our view it is structured in a way prejudicial to GKN shareholders' interests. We urge GKN shareholders to accept the Melrose offer."

Enquiries:

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

Important notices relating to financial advisers

N M Rothschild & Sons Limited ("Rothschild"), 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 Offer 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 Offer.

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 Offer 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 Offer.

Investec Bank plc ("Investec"), 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 Offer 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 Offer.

Further information

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Melrose pursuant to the Acquisition in any jurisdiction in contravention of applicable laws. The Offer will be implemented solely pursuant to the terms of the Offer Document and the accompanying Form of Acceptance which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document, the Prospectus Equivalent Document and the Form of Acceptance.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement and all documents relating to the Offer 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 the Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located.

This announcement has been prepared for the purpose of complying with English law and the City Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Important notice for US shareholders

This announcement does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration.  Melrose does not intend to make a public offering of securities in the United States, but if undertaken any such public offering would need to be made by means of a prospectus that would contain detailed information about the company and management, as well as financial statements. The Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder (including any applicable Tier II exemptions).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.

Publication on website

A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions at www.melroseplc.net by no later than 12 noon (London time) on the Business Day following this announcement. The contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement. 

 

END

 

 

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