22nd Jul 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
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 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.
22 July 2009 GKN plc Result of Rights Issue GKN plc announces 95.4% acceptances
On 18 June 2009 GKN announced a 6 for 5 fully underwritten rights issue of up to 846,623,629 new GKN plc shares at 50 pence per share (the "Rights Issue") together with the Capital Reorganisation.
GKN announces that, at 11.00 a.m. on Tuesday, 21 July 2009, being the latest time for acceptance and payment, valid acceptances had been received in respect of 807,280,399 New Ordinary Shares, representing approximately 95.4 per cent. of the total number of New Ordinary Shares offered to shareholders pursuant to the Rights Issue.
It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts on Wednesday, 22 July 2009, and that definitive share certificates in respect of New Ordinary Shares in certificated form will be despatched to shareholders by no later than Wednesday, 29 July 2009.
It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange's main market for listed securities on Wednesday, 22 July 2009.
As described in paragraph 6 of Part III of the Prospectus dated 18 June 2009, J.P. Morgan Cazenove and UBS Investment Bank, as Joint Bookrunners, will severally endeavour to procure subscribers for the balance of 39,343,230 New Ordinary Shares not validly taken up under the Rights Issue, subject to the terms and conditions agreed with the Company. A further announcement as to the number of New Ordinary Shares for which subscribers have been procured by the Joint Bookrunners will be made in due course.
Definitions used in the Prospectus dated 18 June 2009 shall have the same meanings when used in this announcement, unless the context otherwise requires. All references to time in this announcement are to the time in London.
Further information is available on the Company's website at www.gkn.com.
For more information contact:
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 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.
This announcement and the information contained herein does not contain or constitute an offer for sale or the solicitation of an offer to purchase any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any other securities authority of any state in the United States, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered in the United States absent registration or pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in the United States.
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 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 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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