6th Jul 2009 13:29
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
None of the securities referred to herein have been or will be registered under the US Securities Act or under the applicable securities laws of any state or territory of the United States. Accordingly, unless a relevant exemption from such requirements is available, such securities may not be offered, sold, taken up, renounced or delivered, directly or indirectly, within the United States. There will be no public offer of securities in the United States.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any of the Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.
6 July 2009
GKN plc
Result of General Meeting and Despatch of Provisional Allotment Letters
GKN plc announces that at the General Meeting held today for the purpose of passing resolutions relating to the proposed 6 for 5 Rights Issue and Capital Reorganisation announced on 18 June 2009, all four resolutions set out in the Circular to shareholders also dated 18 June 2009 were passed without amendment on a show of hands.
The passing of these resolutions will enable the Company to proceed with the fully underwritten Rights Issue to raise net proceeds of £403 million announced on 18 June 2009. Accordingly, Provisional Allotment Letters will be posted today to Qualifying non-CREST Shareholders (other than, subject to certain exceptions, those with registered addresses in the United States, Canada, Australia, Japan, New Zealand or South Africa).
The latest time and date for acceptance and payment in full under the Rights Issue is 11.00 a.m. on 21 July 2009. It is expected that Nil Paid Rights will be credited to the stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, those with registered addresses in the United States, Canada, Australia, Japan, New Zealand or South Africa) and enabled in CREST at 8.00 a.m. on 7 July 2009.
Details of the proxy votes received prior to the General Meeting will be available on the Company's website at www.gkn.com.
In accordance with Listing Rule 9.6.2, two copies of all of the resolutions passed at the General Meeting have been submitted to the UK Listing Authority and will be available for public inspection at the UK Listing Authority's Document Viewing Facility which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Application has been made to the UK Listing Authority and to the London Stock Exchange for the 846,623,629 New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. The Company's Existing Ordinary Shares are expected to be marked "ex-rights" by the London Stock Exchange at 8.00 a.m. on 7 July 2009, when it is also expected that the Nil Paid Rights will be enabled for settlement in CREST and that dealings in the New Ordinary Shares, nil paid, will commence on the London Stock Exchange's main market for listed securities.
Definitions used in the Prospectus dated 18 June 2009 shall have the same meanings when used in this announcement, unless the context requires otherwise. All references to time in this announcement are to the time in London.
Further information on the Rights Issue is available on the Company's websiteat www.gkn.comEnquiries:GKN plc: +44 (0) 207 463 2382 Guy Stainer +44 (0) 7739 778 187 Financial Dynamics: +44 (0) 207 269 7113 Andrew Lorenz +44 (0) 7775 641 807 J.P. Morgan Cazenove: +44 (0) 207 588 2828 Laurence Hollingworth Robert Constant Nick Snee UBS Investment Bank: +44 (0) 207 567 8000 Hew Glyn Davies Christopher Smith Kunal Gandhi Gleacher Shacklock: +44 (0) 207 484 1150 Tim Shacklock James Dawson
This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.
Each of Gleacher Shacklock, J.P. Morgan Cazenove, J.P. Morgan Securities, UBS Investment Bank, HSBC Bank and RBS Hoare Govett are acting exclusively for GKN plc and for no other person in connection with the Rights Issue and the Capital Reorganisation, and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and the Capital Reorganisation and will not be responsible to anyone other than GKN plc for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue, the Capital Reorganisation or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, J.P. Morgan Securities, UBS Investment Bank, HSBC Bank, RBS Hoare Govett or Gleacher Shacklock by FSMA, or the regulatory regime established thereunder, none of J.P. Morgan Cazenove, J.P. Morgan Securities, UBS Investment Bank, HSBC Bank, RBS Hoare Govett and Gleacher Shacklock accept any responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company, the Existing Ordinary Shares, the New Ordinary Shares, the Nil Paid Rights, Fully Paid Rights, the Deferred Shares, the Rights Issue and/or the Capital Reorganisation and nothing contained in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Cazenove, J.P. Morgan Securities, UBS Investment Bank, HSBC Bank, RBS Hoare Govett and Gleacher Shacklock accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which any of them might otherwise have in respect of this announcement or any such statement.
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