19 04 2018 Financial

Melrose offer wholly unconditional

IMPORTANT DISCLAIMER

The offer (the "Offer") by Melrose Industries PLC (“Melrose”) for GKN plc (“GKN”)

ACCESS TO THESE MATERIALS MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH TARGET REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THESE MATERIALS CONTAIN INFORMATION (THE "INFORMATION") PUBLISHED BY GKN RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

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If you would like to view the Information contained in these materials, please read this notice carefully. This notice applies to all persons who view the Information contained in these materials and, depending on where you are located, may affect your rights or responsibilities. GKN reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of GKN.

To allow you to view information about the Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Offer.

These materials are made available in good faith and for information purposes only and is subject to the terms and conditions set out in this disclaimer. Any person seeking to access these materials represents and warrants to GKN that they are doing so for information purposes only.

The Information contained in materials does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in the offer document (or scheme document).

Overseas jurisdictions

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Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in these materials must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

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These materials contain information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information in these materials, or are in any doubt as to whether you are permitted to view the Information, you should not continue to seek to access the Information.

Additional U.S. information

The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States (the “U.S.”). Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since Melrose and GKN are located in a country other than the U.S., and some or all of their officers and directors may be residents of countries other than the U.S. U.S. holders of shares may not be able to sue Melrose and GKN or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Melrose and GKN and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

You should be aware that Melrose may purchase or arrange to purchase GKN shares otherwise than under any offer or scheme related to the Offer, such as in open market or privately negotiated purchases.

The Offer may be implemented under a scheme of arrangement provided for under English company law. If so, it is expected that any securities to be issued under the Offer would be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "US Securities Act"), provided by Section 3(a)(10) thereof and also would not be subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”).

Alternatively, the Offer may be implemented by way of a takeover offer under English law. If so, any securities to be issued under the Offer may be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Rule 802 thereunder. Alternatively, any securities to be issued under the Offer may be registered under the US Securities Act. If the Offer is implemented by way of a takeover offer, it will be done in compliance with the applicable rules under the US Exchange Act, including any applicable exemptions provided under Rules 14d-1(c) and 14d-1(d) thereunder.

Holders of GKN securities are urged to read any documents related to the Offer filed, furnished or to be filed or furnished with the U.S. Securities and Exchange Commission (the "SEC") because they will contain important information regarding the Offer and any related offer of securities. Such documents will be available free of charge at the SEC's website at www.sec.gov. Nothing in this area of the website shall be deemed an acknowledgement that any SEC filing is required or that an offer requiring registration under the US Securities Act may ever occur in connection with the Offer.

Forward-Looking Statements

These materials may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of GKN and the GKN Group (being GKN and its subsidiaries and subsidiary undertakings).

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of GKN and the GKN Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", “pursue”, "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.

There are a number of factors that could affect the future operations of GKN and the GKN Group and could cause those results to differ materially from those expressed in the forward-looking statements included in these materials. These factors include, but are not limited to: (a) changes in demand for the GKN Group products; (b) currency fluctuations; (c) loss of market share and industry competition; and, (d) changes in general economic, business and political conditions, including changes in the financial markets. All forward-looking statements contained in these materials are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in GKN’s annual report and accounts (available on the GKN website). These factors also should be considered by the reader.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of GKN or the GKN Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in these materials.

Unless expressly stated otherwise, no statement contained, or referred to, in these materials is intended to be, or should be construed as, a quantified financial benefits statement, profit estimate or profit forecast.

Cautionary statement – Proposed Transaction

These materials contain forward looking statements which are made in good faith based on the information available at the time of its publication. The forward-looking statements contained in these materials may include statements about the expected effects of the proposed combination of GKN's Driveline business and Dana Incorporated (“Dana”) (the "Proposed Transaction”) on GKN, Dana, Dana plc and/or GKN Aerospace, the anticipated timing and benefits of the Proposed Transaction, GKN’s and Dana’s anticipated standalone financial results and all other statements in this document other than statements of historical facts. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "should," "would," "positioned," "strategy," "future" or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. It is believed that the expectations reflected in these statements are reasonable but they are based upon a number of assumptions that are subject to change and they may be affected by a number of risks and uncertainties that are inherent in any forward looking statement which could cause actual results to differ materially from those currently anticipated. Such risks, uncertainties and assumptions include: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the satisfaction of the conditions to the Proposed Transaction and other risks related to completion and actions related thereto; GKN’s and Dana’s ability to complete the Proposed Transaction on the anticipated terms and schedule, including the ability to obtain shareholder or regulatory approvals of the Proposed Transaction; the ability of the parties to integrate successfully GKN Driveline with the business of Dana following the consummation of the Proposed Transaction and to realize the anticipated synergies (including any anticipated tax synergies) and other benefits expected from the Proposed Transaction; the effects of government regulation on GKN's or Dana's businesses; the risk that disruptions from the Proposed Transaction will harm GKN's or Dana's business; the effect of the communication of the Proposed Transaction on the ability of GKN and Dana to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; potential litigation in connection with the Proposed Transaction; and other factors detailed in GKN’s Annual Report and Accounts 2017 and Dana’s reports filed with the SEC, including its Annual Report on Form 10-K under the caption "Risk Factors". Nothing in this document should be regarded as a profit forecast. Forward-looking statements included herein are made as of the date hereof, and none of GKN, Dana or Dana plc undertakes, and each expressly disclaims, any obligation to update publicly such statements to reflect subsequent events or circumstances.

No offer or solicitation

These materials shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Additional information and where to find it

These materials may be deemed to be solicitation material in respect of the Proposed Transaction. The Proposed Transaction will be submitted to a vote of Dana’s stockholders and a vote of GKN’s shareholders. In connection with the Proposed Transaction, it is intended that Dana plc will file with the SEC a registration statement on Form S-4, containing a prospectus with respect to Dana plc's ordinary shares to be issued in the Proposed Transaction (the “Prospectus”) and a proxy statement for Dana's stockholders (the "Proxy Statement"), and Dana will mail the Proxy Statement to its stockholders and file other documents regarding the Proposed Transaction with the SEC. Further, it is intended that GKN will mail a circular to its shareholders (the “Circular”) containing further details in relation to the Proposed Transaction and notice of the general meeting. DANA’S SECURITYHOLDERS AND GKN’S SHAREHOLDERS ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROSPECTUS AND THE PROXY STATEMENT, AND THE CIRCULAR WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES, THE PROPOSED TRANSACTION AND DANA PLC. Investors will be able to obtain copies of the Prospectus and the Proxy Statement as well as other filings containing information about Dana, without charge, at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by GKN will be made available free of charge on GKN’s Investor Relations Website. Copies of documents filed with the SEC by Dana or Dana plc will be made available free of charge on Dana’s Investor Relations Website.

Participants in the solicitation

GKN and its directors and executive officers, and Dana and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Dana common stock in respect to the Proposed Transaction. Information about the directors and executive officers of GKN is set forth in GKN’s Annual Report and Accounts 2017. Information about the directors and executive officers of Dana is set forth in the definitive proxy statement for Dana’s 2018 Annual Meeting of Stockholders, which was filed with the SEC on March 22, 2018. Investors may obtain additional information regarding the interests of such participants by reading each of the Prospectus and the Proxy Statement and the Circular regarding the Proposed Transaction when it becomes available.

Responsibility

In relation to any Offer-related materials accessible on this area of the website please note any statement of responsibility contained therein.

The documents included in these materials issued or published by GKN speak only at the specified date of the relevant document and GKN has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Offer-related materials issued or published by Melrose, or which relate to Melrose and the Melrose Group, that are accessible on this website, the only responsibility accepted by GKN and its directors is for the correctness and fairness of its reproduction.

Neither the directors of GKN, nor GKN, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from these materials.

Other

If you are in any doubt about the contents of these materials or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.

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If you are not able to give these confirmations, you should click on I DECLINE below.

LEI: 213800QNZ22GS95OSW84

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

GKN plc (“GKN”)
Directorate Change and Cancellation of Listing

The Board of GKN (the “Board”) notes the announcement released at 8.06 am on 19 April 2018 (the “Announcement Time”) by Melrose Industries PLC (“Melrose”) that its offer to acquire the entire issued and to be issued share capital of GKN (the “Offer”) has become wholly unconditional. Accordingly, and consistent with its announcement of 29 March 2018, the outgoing Board now recommends that GKN shareholders who have not yet done so accept the Offer.

Directorate change

GKN announces that the following directors have resigned with effect from the Announcement Time:

  • Michael Turner
  • Anne Stevens
  • Jos Sclater
  • Phil Swash
  • Angus Cockburn
  • Tufan Erginbilgic
  • Shonaid Jemmett-Page
  • Richard Parry-Jones

GKN further announces that the following persons have been appointed to the Board as executive directors with effect from the Announcement Time for an interim period until such time as the cancellation of the listing of GKN shares on the UKLA’s Official List and to trading on the LSE’s main market becomes effective:

  • Christopher Miller
  • David Roper
  • Simon Peckham
  • Geoffrey Martin
  • Jonathon Crawford
  • Garry Barnes

The newly appointed board wishes to thank each of the departing directors for their commitment to GKN.

In accordance with LR 9.6.13R, GKN confirms that Christopher Miller, David Roper, Simon Peckham and Geoffrey Martin each currently serve as a director of Melrose. No further information is required to be disclosed pursuant to LR 9.6.13R.

Cancellation of listing

GKN notes today’s announcement by Melrose stating that its Offer has become wholly unconditional
and that it has acquired GKN shares representing over 75% of the voting rights of GKN. GKN wishes to announce that applications will be made to the UK Listing Authority and the London Stock Exchange for the cancellation of listing and trading of the GKN’s ordinary shares of 10 pence each. Accordingly, the cancellation notice period has commenced and cancellation is expected to become effective no later than 21 May 2018.

Mike Turner, outgoing Chairman of GKN said today:

“The Board of GKN thanks shareholders for their support over the course of the bid, but we now strongly advise those who have not yet tendered their shares into the Melrose offer to do so.”

Enquiries:

Montfort Communications: +44 (0) 20 3514 0897
Nick Miles / Charlotte McMullen: +44 (0) 7973 130 669 / +44 (0) 7921 881 800

Rothschild (Financial Adviser to Melrose):
Ravi Gupta, Yuri Shakhmin, Nathalie Ferretti : +44 (0) 20 7280 5000

RBC Europe Limited (Financial Adviser to Melrose):
Mark Preston, Chris Squire, Alexander Thomas: +44 (0) 20 7653 4000

Investec (Corporate Broker to Melrose):
Keith Anderson, Carlton Nelson: +44 (0) 20 7597 5970

Person responsible

The person responsible for arranging the release of this announcement on behalf of the Company is Kerry Watson, Company Secretary (+44 (0)1527 517715).