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Form 8 (OPD) - GKN plc

25th Jan 2018 15:21

GKN PLC - Form 8 (OPD) - GKN plc

PR Newswire

London, January 25

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	GKN plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	GKN plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure	24 January 2018
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	YES Melrose plc

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary Shares (held in treasury)
	Interests		Short positions
	Number	%*	Number	%
(1) Relevant securities owned and/or controlled:	8,625,886	4.997	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	8,625,886	4.997	Nil	0

*calculated as a percentage of all shares in issue, including those held in treasury

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	Nil
Details, including nature of the rights concerned and relevant percentages:	N/A

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Class of relevant securities	Ordinary shares of 10p each
	Number	% of total issued share capital (excluding treasury shares)
Mark Josceline Sclater	37,812	0.00
Philip Swash	118,011 (of which 23,032 beneficially held)	0.01
Michael Turner	260,000	0.01
Angus Cockburn (beneficially held)	10,000	0.00
Tufan Erginbilgic (beneficially held)	30,000	0.00
Shonaid Jemmett-Page (beneficially held)	12,900	0.00
Richard Parry-Jones	10,000	0.00

(A) Interests held by directors of GKN plc and their close relatives and related trusts:

(B) Interests held as options by directors of GKN plc under its share plans:

Class of relevant security	Ordinary Shares (under option)	Expected release date	Exercise Price (GBPp)
GKN Save As You Earn 2017
Mark Josceline Sclater	3,491*	1 October 2020	257.79
Philip Swash	3,491*	1 October 2020	257.79
GKN plc Executive Share Option Scheme 2010
Philip Swash	36,714*	N/A**	134.6
GKN plc Executive Share Option Scheme 2011
Philip Swash	24,739	N/A***	199.58

\* The vesting of the option is conditional on continued employment (subject to the rules of the plan) and subject to other rules of the plan.

** Options have vested previously but have not yet been exercised. Last possible exercise date is 6 May 2020

*** Options have vested previously but have not yet been exercised. Last possible exercise date is 31 March 2021

Class of relevant security	Ordinary Shares (subject of the award)	Expected release date	Subscription price (GBPp)
GKN plc Deferred Bonus Plan 2017
Mark Josceline Sclater	6,677	February 2019 ^	NIL
GKN Share Incentive and Retention Plan 2015
Mark Josceline Sclater	44,552*	28 February 2018	NIL
Philip Swash	57,563*	28 February 2018	NIL
GKN Sustainable Earnings Plan 2015
Mark Josceline Sclater	72,076*	See footnote ^^ below	NIL
Philip Swash	93,128*	See footnote ^^ below	NIL
GKN Sustainable Earnings Plan 2016
Mark Josceline Sclater	113,198**	February 2019/ February 2021 ***	NIL
Philip Swash	363,876**	February 2019/ February 2021 ***	NIL
GKN Sustainable Earnings Plan 2017
Mark Josceline Sclater	90,374**	February 2022 ^	NIL
Philip Swash	286,919**	February 2022 ^	NIL

* The release of this award is subject to completion of the applicable holding period

*\* The release of the award is subject to performance conditions and, in the case of the SEP 2017, a two year holding period.

*** 50% of the award is expected to be released in February 2019 and the remaining 50% of the award is expected to be released in February 2021. The date of the month is dependent on the date that the company’s financial results for the previous year are released, which is not yet known.

^ Date of the month is dependent on date that the company’s financial results for the previous year are released, which is not yet known.

^^ These awards are expected to lapse in full on 19 February 2018.

(D) Interests held by other presumed concert parties of GKN plc:

Class of Relevant Security:	Ordinary Shares	Ordinary Shares	Short Positions	Short Positions
Name of Concert Party	No.	% of total issued share capital (excluding treasury shares)	No.	% of total issued share capital (excluding treasury shares)
J.P. Morgan Chase Bank	47	0.00	NIL	0.00
UBS Asset Management Life Limited	1,516,289	0.09	NIL	0.00
UBS Asset Management Trust Company	63,461	0.00	NIL	0.00
UBS Third Party Management Company S.A.	3,892	0.00	NIL	0.00

Class of Relevant Security:	Number of ADRs*	Ordinary share equivalent	Percentage of total issued share capital (excluding treasury shares)
Name of Concert Party	No.	No.	%
J.P. Morgan Securities LLC	109,780	109,780	0.01

*American Depositary Receipts (“ADRs”) (each American Depositary Receipt is equivalent to one GKN ordinary share)

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

None

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	25 January 2018
Contact name:	Kerry Watson
Telephone number:	+44 (0)1527 517715

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

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