NOTICE TO THE NOTEHOLDERS
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU
SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN INDEPENDENT FINANCIAL, TAX
AND LEGAL ADVISERS.
9 July 2018
GKN HOLDINGS PLC
(a company incorporated with limited liability under the laws of
England and Wales with company number 00066549) (the
“Issuer”)
CHANGE OF CONTROL NOTICE
with respect to the
£300,000,000 3.375% Notes due 12 May
2032 under the
£2,000,000,000 Euro Medium Term Note Programme (the “Notes”)
Common Code: 161185779
ISIN: XS1611857795
We refer to the trust deed dated 24 April
2017 (the “Trust Deed”) by and between GKN Holdings
plc (the “Issuer”) as Issuer, and HSBC Corporate Trustee
Company (UK) Limited (the “Trustee”), as Trustee,
constituting the Notes and containing the terms and conditions of
the Notes (the “Conditions”). The terms not otherwise
defined herein shall have the meaning given to them in the Trust
Deed.
NOTICE IS HEREBY GIVEN THAT pursuant to Condition 6.4(B), a
Change of Control Put Event has occurred and accordingly each
Noteholder is entitled to require the Issuer to redeem the Notes of
such holder.
Pursuant to the acquisition, directly or indirectly, of GKN plc,
a holding company of the Issuer, by Melrose Industries plc, a
Change of Control occurred on 29 March
2018. Subsequently, the other conditions for a Change of
Control Put Event were met by 29 June
2018, including that the Notes failed to maintain an
Investment Grade rating from Moody’s Deutschland GmbH in the period
to 29 June 2018. Consequently, in accordance with Condition
6.4(B), the Issuer is required to give a Change of Control Notice
to the Noteholders. This Notice is a Change of Control Notice.
In accordance with Condition 6.4(B) read along with the Final
Terms dated 10 May 2017 in relation
to the Notes, the Noteholders may require the Issuer to redeem
their Notes on the Change of Control Put Date, which shall be
31 August 2018. Such redemption shall
be at a price equal to £1,000 per Calculation Amount (£1,000)
together with the interest accrued thereon up to (but not
including) 31 August 2018.
In order to exercise the put option contained in this Notice,
the Noteholder must within a period of 45 days after the date of
this Notice, i.e. 24 August
2018 (after which date, the put option shall
expire), give notice to HSBC Bank plc, the issuing and
principal paying agent and agent bank (the “Agent”) of such
exercise in accordance with the standard procedures of, and in the
form acceptable to, Euroclear and Clearstream, Luxembourg.
Any notice given in accordance with the standard procedures of
Euroclear or Clearstream, Luxembourg given by a Noteholder as above,
shall be irrevocable except where, prior to the due date of
redemption, an Event of Default has occurred and the Trustee has
declared the Notes to be due and payable pursuant to Condition 9 of
Notes. On the occurrence of such an event, the Noteholder, at its
option, may elect by notice to the Issuer to withdraw the Change of
Control Put Notice.
The contacts details of the specified office of the Agent
are:
HSBC Bank plc
Corporate Trust and Loan Agency
Level 28
8 Canada Square
London E14 5HQ
United Kingdom
Email: ctla.corporateactions@hsbc.com
Telephone: +44(0) 207 005 8176
Facsimile No:+44(0) 345 587 0429
Attn: the Manager, Corporate Actions
Important Notice
THE ISSUER DOES NOT EXPRESS ANY VIEW
OR MAKE ANY RECOMMENDATION AS TO WHETHER THE NOTEHOLDERS WOULD BE
ACTING IN THEIR BEST INTERESTS BY EXERCISING THE PUT OPTION IN
RESPECT OF THEIR NOTES. IF YOU ARE IN ANY DOUBT AS TO THE ACTION
YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN INDEPENDENT FINANCIAL,
TAX AND LEGAL ADVISERS.
Governing law
This Notice and any non-contractual obligations arising out of
or in connection with it are governed by, and shall be construed in
accordance with, English law.
This Notice is given by:
GKN HOLDINGS PLC
11th Floor, The Colmore Building
Colmore Circus Queensway
Birmingham, B4 6AT
United Kingdom
Dated: 9 July 2018