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GKN PLC (GKN)

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Friday 26 January, 2018

GKN PLC

Form 8 (OPD) - GKN plc - clarification

This announcement replaces the Form 8 (OPD) GKN plc released at 15:21 on 25 January 2018 in relation to GKN plc’s relevant securities. Section 2(a) has been clarified to remove references to treasury shares. All other information remains unchanged.

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser: GKN plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
     Use a separate form for each offeror/offeree
GKN plc
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held:
    The latest practicable date prior to the disclosure
24 January 2018
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
    If it is a cash offer or possible cash offer, state “N/A”
YES

Melrose plc

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security: Ordinary Shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
(2) Cash-settled derivatives: Nil 0 Nil 0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil 0 Nil 0

     TOTAL:
Nil 0 Nil 0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists: Nil
Details, including nature of the rights concerned and relevant percentages: N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:
Class of relevant securities Ordinary shares of 10p each
Number % of total issued share capital (excluding treasury shares)
Mark Josceline Sclater 37,812 0.00
Philip Swash 118,011 (of which 23,032 beneficially held) 0.01
Michael Turner 260,000 0.01
Angus Cockburn (beneficially held) 10,000 0.00
Tufan Erginbilgic (beneficially held) 30,000 0.00
Shonaid Jemmett-Page (beneficially held) 12,900 0.00
Richard Parry-Jones 10,000 0.00

(A) Interests held by directors of GKN plc and their close relatives and related trusts:

(B) Interests held as options by directors of GKN plc under its share plans:

Class of relevant security Ordinary Shares (under option) Expected release date Exercise Price (GBPp)
GKN Save As You Earn 2017
Mark Josceline Sclater 3,491* 1 October 2020 257.79
Philip Swash 3,491* 1 October 2020 257.79
GKN plc Executive Share Option Scheme 2010
Philip Swash 36,714* N/A** 134.6
GKN plc Executive Share Option Scheme 2011
Philip Swash 24,739 N/A*** 199.58

*The vesting of the option is conditional on continued employment (subject to the rules of the plan) and subject to other rules of the plan.

** Options have vested previously but have not yet been exercised.  Last possible exercise date is 6 May 2020

*** Options have vested previously but have not yet been exercised. Last possible exercise date is 31 March 2021

(C) Interests held as conditional awards by directors of GKN plc under its share plans:

Class of relevant security Ordinary Shares (subject of the award) Expected release date Subscription price (GBPp)
GKN plc Deferred Bonus Plan 2017
Mark Josceline Sclater 6,677 February 2019 ^ NIL
GKN Share Incentive and Retention Plan 2015
Mark Josceline Sclater 44,552* 28 February 2018 NIL
Philip Swash 57,563* 28 February 2018 NIL
GKN Sustainable Earnings Plan 2015
Mark Josceline Sclater 72,076* See footnote ^^ below NIL
Philip Swash 93,128* See footnote ^^ below NIL
GKN Sustainable Earnings Plan 2016
Mark Josceline Sclater 113,198** February 2019/ February 2021 *** NIL
Philip Swash 363,876** February 2019/ February 2021 *** NIL
GKN Sustainable Earnings Plan 2017
Mark Josceline Sclater 90,374** February 2022 ^ NIL
Philip Swash 286,919** February 2022 ^ NIL

* The release of this award is subject to completion of the applicable holding period

**The release of the award is subject to performance conditions and, in the case of the SEP 2017, a two year holding period.

*** 50% of the award is expected to be released in February 2019 and the remaining 50% of the award is expected to be released in February 2021.  The date of the month is dependent on the date that the company’s financial results for the previous year are released, which is not yet known.

^ Date of the month is dependent on date that the company’s financial results for the previous year are released, which is not yet known.

^^ These awards are expected to lapse in full on 19 February 2018.

(D) Interests held by other presumed concert parties of GKN plc:

Class of Relevant Security: Ordinary Shares Ordinary Shares Short Positions Short Positions
Name of Concert Party No. % of total issued share capital (excluding treasury shares) No. % of total issued share capital (excluding treasury shares)
J.P. Morgan Chase Bank 47 0.00 NIL 0.00
UBS Asset Management Life Limited 1,516,289 0.09 NIL 0.00
UBS Asset Management Trust Company 63,461 0.00 NIL 0.00
UBS Third Party Management Company S.A. 3,892 0.00 NIL 0.00

   

Class of Relevant Security: Number of ADRs* Ordinary share equivalent Percentage of total issued share capital (excluding treasury shares)
Name of Concert Party No. No. %
J.P. Morgan Securities LLC 109,780 109,780 0.01

*American Depositary Receipts (“ADRs”) (each American Depositary Receipt is equivalent to one GKN ordinary share)

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:
(i)  the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None
 

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO

   

Date of disclosure: 26 January 2018
Contact name: Kerry Watson
Telephone number: +44 (0)1527 517715

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.


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