GKN Holdings Limited Results of the Notes Tender Offer
29 Noviembre 2022 - 3:00AM
UK Regulatory
TIDM68AK TIDM16DW TIDM31OL
RESULTS OF THE NOTES TENDER OFFER
Released 29 November 2022
GKN Holdings Limited
29 November 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS
DEFINED BELOW) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
GKN HOLDINGS LIMITED ANNOUNCES RESULTS OF ITS NOTES TENDER OFFER 29 NOVEMBER
2022
GKN Holdings Limited (the "Offeror") announces the results of the Offer (as
defined below) to the holders ("Holders") of its 3.375% Notes due 12 May 2032
(Common Code: 161185779; ISIN: XS1611857795) (the "Notes") to tender any and
all of their Notes for purchase for cash (the "Offer").
The Offer was announced on 21 November 2022 and was made on the terms and
subject to the conditions set out in a tender offer memorandum dated 21
November 2022 (the "Tender Offer Memorandum") prepared by the Offeror.
Capitalised terms used herein and not otherwise defined shall have the meanings
given to them in the Tender Offer Memorandum.
Results of the Offer
According to information provided by the Tender Agent, £169,957,000 in
aggregate principal amount of the Notes were validly tendered and will be
accepted for repurchase by the Offeror, subject to the terms and conditions
described herein and in the Tender Offer Memorandum, for cash at a purchase
price of £870 per £1,000 in principal amount of the Notes. The Offeror will
also pay the Accrued Interest Payment in respect of all Notes validly tendered
and delivered and purchased by the Offeror pursuant to the Offer for the period
from and including the interest payment date of the Notes immediately preceding
the Settlement Date to, but excluding, the Settlement Date.
The completion of the Offer is conditional upon the satisfaction or waiver of
the General Conditions, as further described in the Tender Offer Memorandum.
Settlement of the Offer and Other Relevant Information
The Settlement Date is expected to be 1 December 2022, being three Business
Days after the Expiration Time. The Offeror will make a further announcement
confirming the Settlement Date in due course.
On the Settlement Date, payment of the Tender Offer Consideration will be made
in immediately available funds delivered to the Clearing Systems for payment to
the cash accounts of the relevant Direct Participants in the Clearing Systems.
The deposit of such funds with the Clearing Systems will discharge the
obligation of the Offeror to all Holders in respect of the above amounts
represented by such funds.
Upon completion of the Offer, Notes that are not validly tendered and accepted
for purchase by the Offeror pursuant to the Offer and the terms and conditions
set out in the Tender Offer Memorandum will remain outstanding and will remain
subject to the terms and conditions of such Notes.
Further Information
The Offeror has engaged Barclays Bank PLC and RBC Europe Limited to act as the
Dealer Managers for the Offer. The Offeror has also engaged Kroll Issuer
Services Limited to act as the Tender Agent.
DEALER MANAGER
Barclays Bank PLC RBC Europe Limited
5 The North Colonnade 100 Bishopsgate
London London
E14 4BB EC2N 4AA
United Kingdom United Kingdom
Telephone: +44 20 3134 8515 Telephone: +44 20 7029 7420
Email: eu.lm@barclays.com Email: liability.management@rbccm.com
Attention: Liability Management Group Attention: Liability Management Group
TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Email: melrose@is.kroll.com
Attention: Illia Vyshenskyi
Website: https://deals.is.kroll.com/melrose
This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement and the Tender Offer Memorandum contain important information
which should be read carefully. The Tender Offer Memorandum should also be
consulted for information regarding the procedures for participating in the
Offer and the conditions for the completion of the Offer. To receive copies of
the Tender Offer Memorandum or for questions relating to the Offer, please
contact the Dealer Managers or the Tender Agent using the contact information
given above. None of the Offeror, the Guarantors, the Dealer Managers or the
Tender Agent (or any of their respective directors, employees or Affiliates) is
providing Holders with any legal, business, tax or other advice in this
announcement or the Tender Offer Memorandum or makes any representation or
recommendation whatsoever regarding this announcement, the Tender Offer
Memorandum, the Offer or whether Holders of Notes should tender Notes for
purchase pursuant to the Offer or refrain from tendering any Notes, and none of
them has authorised any person to make any such recommendation.
This announcement is for informational purposes only and the distribution of
this announcement and/or the Tender Offer Memorandum does not constitute an
offer or an invitation to participate in the Offer in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make such offer or
invitation or for there to be such participation under applicable laws. The
distribution of this announcement in certain jurisdictions may be restricted by
law. Persons into whose possession this announcement or the Tender Offer
Memorandum comes are required by each of the Offeror, the Dealer Managers and
the Tender Agent to inform themselves about and to observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
END
(END) Dow Jones Newswires
November 29, 2022 04:00 ET (09:00 GMT)
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