TIDMMRO TIDMGKN
RNS Number : 2453L
Melrose Industries PLC
18 April 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
18 April 2018
Melrose Industries PLC ("Melrose")
Update re Melrose Offer for GKN - Waiver of outstanding
conditions
Melrose is pleased to confirm that all outstanding Conditions to
the Offer, save for the Admission Condition, have now been
satisfied or waived.
The Admission Condition is expected to be satisfied at 8.00 a.m.
on 19 April 2018 at which point the Offer will become unconditional
in all respects.
Only those GKN Shareholders who have validly accepted the Offer
by 12.00 p.m. today will participate in the initial settlement of
consideration shares. GKN Shareholders who have not accepted the
Offer are therefore urged to do so as soon as possible in
accordance with the instructions set out in the Final Offer
Document.
Given that Melrose has, by virtue of acceptances of the Offer,
acquired GKN Shares carrying over 75 per cent. of the voting rights
of GKN, an application will be made to the London Stock Exchange
for the cancellation of the trading of GKN Shares on its main
market for listed securities and the UKLA will be requested to
cancel the listing of GKN Shares on the Official List.
Enquiries:
+44 (0) 20 3514 0897
Montfort Communications: +44 (0) 7973 130 669
Nick Miles, Charlotte McMullen / +44 (0) 7921 881 800
Rothschild (Financial Adviser
to Melrose):
Ravi Gupta, Yuri Shakhmin,
Nathalie Ferretti +44 (0) 20 7280 5000
RBC Europe Limited (Financial
Adviser to Melrose):
Mark Preston, Chris Squire,
Alexander Thomas +44 (0) 20 7653 4000
Investec (Corporate Broker
to Melrose):
Keith Anderson, Carlton
Nelson +44 (0) 20 7597 5970
Melrose
Geoffrey Martin (Finance
Director) +44 (0) 20 7647 4500
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 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. In accordance with Rule 26.2 of the Code,
additional financing documents are available at
www.melroseplc.net.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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