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”);
and
£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.
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 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.
Enquiries:
Montfort Communications:
Nick Miles, Charlotte McMullen
+44 (0) 20 3514 0897