TIDMDWL
RNS Number : 8183W
Dowlais Group PLC
20 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
20 April 2023
Dowlais Group plc ("Dowlais" or the "Company")
Completion of Demerger and Admission of Shares in Dowlais
Dowlais is pleased to announce the completion of the demerger of
the GKN Automotive, GKN Powder Metallurgy and GKN Hydrogen
businesses from Melrose Industries PLC ("Melrose") into Dowlais
(the "Demerger").
The ordinary shares of Dowlais (ticker "DWL.L") have been
admitted today (20 April 2023) to the premium listing segment of
the Official List of the Financial Conduct Authority (the "FCA")
and to trading on the London Stock Exchange's main market for
listed securities ("Admission").
CREST accounts have been or will be credited with Dowlais
ordinary shares shortly after 8.00 a.m. (London time) today (20
April 2023). It is expected that Dowlais shareholders with holdings
in certificated form will be sent share certificates in respect of
their holdings of Dowlais ordinary shares by 5 May 2023.
On Admission, the issued share capital of Dowlais consists of
1,393,273,527 shares with a nominal value of GBP0.01 each and all
Dowlais shares carry voting rights of one vote per share. Dowlais
does not hold any shares in treasury. The above figure may be used
by shareholders and others with notification obligations as their
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, Dowlais under the FCA's Disclosure Guidance and
Transparency Rules.
Liam Butterworth, Chief Executive Officer of Dowlais, commented:
"We are delighted Dowlais has today joined the London Stock
Exchange. I would like to extend my thanks to the team at Melrose
for their unwavering support over the past five years, during which
time we have completely transformed our group of businesses.
Dowlais brings together the market leading GKN Automotive and
GKN Powder Metallurgy businesses and an exciting opportunity in GKN
Hydrogen. We have a clear strategy to create value for our
stakeholders by: delivering industry leading financial performance;
facilitating the world's transition to electric vehicles through a
portfolio of cutting-edge products; and accelerating growth through
a disciplined M&A strategy.
Dowlais looks forward to the opportunities that lie ahead as the
UK's leading listed auto components business, well placed to play
its part in transitioning society to a greener future."
Disclaimer
This announcement is for information purposes only and does not
constitute an offer or invitation to sell the securities of the
Company in any jurisdiction nor shall it (or any part of it) or the
fact of its distribution, form the basis of, or be relied on in
connection with any contract therefor. In particular, this
announcement does not constitute an offer or invitation to sell or
issue, or a solicitation of an offer or invitation to purchase or
subscribe for, any securities in the United States. The Dowlais
ordinary shares have not been and will not be registered under the
United States Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an exemption from such
registration requirement. No public offering of securities will be
made in the United States in connection with the above-mentioned
transaction. Shareholders must rely upon their own examination,
analysis and enquiries of Dowlais and the terms of the Prospectus,
including the merits and risks involved.
No offer of shares has been or will be made as part of the
Demerger and the Prospectus has been published solely in connection
with the admission of the Company's ordinary shares to the premium
listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities.
Dowlais makes no representation or warranty as to the
appropriateness, accuracy, completeness or reliability of the
information in this announcement.
N. M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting as sponsor and joint financial adviser exclusively for
the Company and Melrose and for no one else in connection with the
Demerger or any other matters described in this announcement and
will not be responsible to anyone other than the Company and
Melrose for providing the protections afforded to clients of
Rothschild & Co nor for providing advice in connection with the
Demerger or any other matters referred to in this announcement.
Neither Rothschild & Co nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of Rothschild & Co in connection
with the Demerger, this announcement, any statement contained
herein, or otherwise.
Citigroup Global Markets Limited ("Citi") and J.P. Morgan
Securities plc ("J.P. Morgan") are each authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the PRA and the FCA, and are acting as joint
financial advisers exclusively for the Company and Melrose and for
no one else in connection with the Demerger or any other matters
described in this announcement and will not be responsible to
anyone other than the Company and Melrose for providing the
protections afforded to the respective clients of Citi or J.P.
Morgan nor for providing advice in connection with the Demerger or
any other matters referred to in this announcement. Neither Citi or
J.P. Morgan nor any of their respective affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of Citi or J.P. Morgan (as the case may
be) in connection with the Demerger, this announcement, any
statement contained herein, or otherwise.
Investec Bank plc ("Investec", and together with Rothschild
& Co, Citi and J.P. Morgan, the "Banks") is authorised by the
PRA and regulated in the United Kingdom by the PRA and the FCA, is
acting exclusively as sole corporate broker for the Company and
joint corporate broker for Melrose, and for no one else in
connection with the Demerger or any other matters described in this
announcement and will not be responsible to anyone other than the
Company and Melrose for providing the protections afforded to the
clients of Investec nor for providing advice in connection with the
Demerger or any other matters referred to in this announcement.
Neither Investec nor any of its affiliates, directors or employees
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of Investec in connection with the Demerger, this
announcement, any statement contained herein, or otherwise.
None of the Banks nor any of their respective affiliates and/or
any of their or their respective affiliates' directors, officers,
employees, partners, advisers and/or agents accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to, the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
and/or any other information relating to the Company and/or its
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, or
for any loss howsoever arising from any use of the announcement or
its contents or otherwise arising in connection therewith.
Information regarding forward-looking statements
This announcement contains statements that are, or may be deemed
to be "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "potential", "predicts", "expects",
"intends", "may", "will", "can", "likely" or "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. Forward-looking statements may and often do
differ materially from actual results. Any forward-looking
statements reflect the Company's current view with respect to
future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
business, results of operations, financial position, liquidity,
prospects, growth and strategies of the Company and its
subsidiaries (together with the Company, the "Group").
Forward-looking statements speak only as of the date they are
made.
In light of these risks, uncertainties and assumptions, the
events in the forward-looking statements may not occur or the
Company's or the Group's actual results, performance or
achievements of the Company might be materially different from the
expected results, performance or achievements expressed or implied
by such forward-looking statements. Forward-looking statements
contained in this announcement speak only as at the date of this
announcement. The Company expressly disclaims any obligation or
undertaking to update these forward-looking statements contained in
this announcement to reflect any change in their expectations or
any change in events, conditions, or circumstances on which such
statements are based unless required to do so by applicable law,
the Listing Rules and the Disclosure Guidance and Transparency
Rules of the FCA or Regulation (EU) 596/2014 as it forms part of
the domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018.
Dowlais enquiries
Teneo:
Olivia Peters
Olivia.Peters@Teneo.com
+44 (0) 7902 771008
Investor Relations:
Chris Dyett
+44 (0) 7974 974690
investor.relations@dowlais.com
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END
MSCFLFVRSFIALIV
(END) Dow Jones Newswires
April 20, 2023 03:10 ET (07:10 GMT)
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