GKN Holdings Plc - 3.375% Nts 12/05/32 - Change of Control Notice

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: [e-mail]
Telephone: [phone]
Facsimile No:[phone]
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

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