GKN Holdings Plc Change of Control Notice

 
TIDM68AK 
 
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 
 
              GBP300,000,000 3.375% Notes due 12 May 2032 under the 
         GBP2,000,000,000 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 GBP1,000 per Calculation 
Amount (GBP1,000) 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 
 
 
 
END
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