Settlement Date of the Notes Tender Offer
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 SETTLEMENT DATE OF ITS NOTES TENDER OFFER 1 DECEMBER 2022
GKN Holdings Limited (the “Offeror”) announces the settlement date (the “Settlement Date”) 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. The Offer expired on 28 November 2022 at 5:00 P.M., London time and the results of the Offer were announced on 29 November 2022. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Tender Offer Memorandum.
In accordance with the Tender Offer Memorandum, the Settlement Date will be the date hereof.
Settlement of the Offer and Other Relevant Information
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.
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.
Barclays Bank PLC
5 The North Colonnade
Telephone: +44 20 3134 8515
Attention: Liability Management Group
RBC Europe Limited
Telephone: +44 20 7029 7420
Attention: Liability Management Group
Kroll Issuer Services Limited
32 London Bridge Street
Telephone: +44 20 7704 0880
Attention: Illia Vyshenskyi
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. 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 or the Offer, 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.