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Friday 07 June, 2019

GKN Holdings Limited

Accession of Guarantors

Released  07-06-2019


GKN Holdings Limited (“GKN Holdings”)

Accession of Guarantors

£450,000,000 5.375% Notes due 19 September 2022 (Common Code: 083097825; ISIN: XS0830978259) issued under the £2,000,000,000 Euro Medium Term Note Programme of GKN Holdings (“2022 Notes”);


£300,000,000 3.375% Notes due 12 May 2032 (Common Code: 161185779; ISIN: XS1611857795) issued under the £2,000,000,000 Euro Medium Term Note Programme of GKN Holdings (“2032 Notes”, and together with the 2022 Notes, the “Notes”)

7 June 2019

Notice is given that on or about 7 June 2019, Melrose Industries plc and certain of its subsidiaries, which are guarantors or borrowers under the Senior Term and Revolving Facilities Agreement dated 17 January 2018, have also acceded as guarantors in respect of the Notes issued by GKN Holdings in order to guarantee the obligations of GKN Holdings under the Notes.

Pursuant to separate meetings of the holders of the 2022 Notes and 2032 Notes held on 22 February 2019, certain amendments to the provisions of the trust deeds constituting each of the Notes, the terms and conditions of the Notes and other related documents, as described in more detail and in accordance with the terms and conditions set out in a consent solicitation memorandum dated 29 January 2019 (the “Consent Solicitation Memorandum”) and the Notice of Meetings dated 29 January 2019 (the “Notice”) prepared by GKN Holdings, were approved by way of extraordinary resolutions. Thereafter, among others, Supplemental Trust Deeds in respect of the 2022 Notes and the 2032 Notes (as defined in the Consent Solicitation Memorandum) were executed, and the accession of the relevant entities as guarantors of the Notes is now complete, in accordance with the terms and conditions set forth in the Supplemental Trust Deeds.


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 Garry Barnes, 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 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.


Montfort Communications:
Nick Miles, Charlotte McMullen
 +44 (0) 20 3514 0897

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