Takeover Offers
TAKEOVER OFFERS
NOTICE OF OFFER
by
MELROSE INDUSTRIES PLC (“MELROSE”)
(Incorporated and registered in England and Wales with registered number: 09800044)
for
GKN PLC (“GKN”)
(Incorporated and registered in England and Wales with registered number: 04191106)
Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that:
(a) by means of a formal offer document dated, published and posted to GKN Shareholders on 1 February 2018 (the “Offer Document”) (together with the accompanying Form of Acceptance), Melrose has made an offer to acquire the entire issued and to be issued share capital of GKN (the “Offer”); and
(b) copies of the Offer Document setting out the terms and conditions of the Offer, the accompanying Form of Acceptance, and the Prospectus Equivalent Document published by Melrose in connection with the issue of New Melrose Shares for the purpose of the Offer are available free of charge, subject to certain restrictions relating to persons located in Restricted Jurisdictions, on Melrose’s website at www.melroseplc.net. They are also available for inspection at the offices of the Receiving Agent, Equiniti Limited at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing BN99 6DA, subject to certain access restrictions relating to citizens, residents or nationals of Restricted Jurisdictions.
Except as otherwise stated, capitalised terms used but not defined in this notice shall have the meanings given to them in the Offer Document.
The Offer comprises a cash and share offer (including a Mix and Match Facility under which Eligible GKN Shareholders can elect, subject to offsetting elections, to vary the proportion in which they receive New Melrose Shares and cash in respect of their GKN Shares), the full terms and conditions applicable to which (including details of how the Offer may be accepted) are set out in the Offer Document. The value per GKN Share being offered is 1.49 New Melrose Shares and 81 pence in cash.
This notice does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer Document and, in the case of GKN Shareholders holding GKN Shares in certificated form, the Form of Acceptance.
The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in relation to GKN Shares held in certificated form, the related Form of Acceptance. GKN Shareholders should read the Offer Document and the Prospectus Equivalent Document, and in the case of GKN Shareholders holding GKN Shares in certificated form, the Form of Acceptance. GKN Shareholders who accept the Offer may rely only on the Offer Document and, where they hold GKN Shares in certificated form, the Form of Acceptance for all the terms and conditions of the Offer. The Prospectus Equivalent Document contains further information about the New Melrose Shares, Melrose, the Melrose Group, the GKN Group, and the Enlarged Group.
The Offer is not capable of acceptance from or within any jurisdiction where to do so would violate the laws in that jurisdiction and no New Melrose Shares are being made available or being offered, sold or delivered, directly or indirectly, in or into the United States if to do so would constitute a violation of the US Securities Act. Accordingly, persons reading this notice or receiving the Offer Document, the Form of Acceptance, the Prospectus Equivalent Document and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Offer Document, the Form of Acceptance, the Prospectus Equivalent Document and any accompanying document must not mail or otherwise distribute or send them in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction, as doing so may invalidate any purported acceptance of the Offer. In particular, the Prospectus Equivalent Document should not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from (including by custodians, nominees and trustees) the United States. The availability of the Offer to GKN Shareholders who are not resident in the United Kingdom, or who are citizens, residents or nationals of jurisdictions outside of the United Kingdom or who are nominees of, or custodians or trustees for, citizens, residents or nationals of other jurisdictions, may be prohibited or affected by the laws of the relevant jurisdictions in which they are citizens or of which they are residents or nationals. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.
The Offer is being made for securities of a United Kingdom company and GKN Shareholders in the United States should be aware that the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States.
The Offer is being made in the US pursuant to Regulation 14E under the US Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of English law, the City Code, the Panel, the London Stock Exchange and the FCA. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law. Any New Melrose Shares placed in the US pursuant to the Offer will be placed pursuant to an exemption from registration or in a transaction not subject to registration under the US Securities Act. A person who receives New Melrose Shares pursuant to the Offer may not resell such securities without registration under the US Securities Act or without an applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the US Securities Act).
The New Melrose Shares have not been, and will not be, registered under the securities laws of any state or jurisdiction in the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state “blue sky” securities laws are available or such registration or qualification requirements have been complied with.
If you are in any doubt about the Offer or the contents of this Offer Document or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or an independent financial adviser duly authorised under the FSMA if you are located in the United Kingdom or, if you are located outside the United Kingdom, an appropriately authorised independent financial adviser.
The Offer, which has been made by means of the Offer Document, will initially be open for acceptance until 1.00 p.m. (London time) on 9 March 2018. Melrose reserves the right (but shall be obliged, other than as may be required by the City Code at any time or from time to time) to extend the Offer after such time. In addition, Melrose reserves the right to close the Mix and Match Facility on any given closing date, without further notice.
The Offer is made in respect of all GKN Shares issued and unconditionally allotted, including GKN Shares held by persons to whom the Offer Document and Form of Acceptance are not dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document and the Form of Acceptance may not be dispatched, who hold, or who are entitled to have allotted or issued to them, GKN Shares. Any such persons may obtain a copy of, or may inspect, the Offer Document and the relevant Form of Acceptance, and the Prospectus Equivalent Document (if permitted) by contacting the Receiving Agent, Equiniti Limited at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing BN99 6DA or by telephoning the Receiving Agent on 0333 207 6524 (or from outside the United Kingdom on +44 121 415 0909). Please note that, for legal reasons, the Receiving Agent will only be able to provide you with information contained in the Offer Document and will be unable to give advice on the merits of the Offer or to provide legal, financial or taxation advice on the contents of the Offer Document.
2 February 2018