GKN PLC Form 8 (DD) - GKN plc
April 06 2018 - 7:07AM
UK Regulatory
TIDMGKN
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Philip Swash
(b) Owner or controller of interests and short N/A
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 GKN plc
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Status of person making the disclosure: Person acting in concert with the
e.g. offeror, offeree, person acting in concert offeree (GKN plc)
with the offeror/offeree (specify name of offeror/
offeree)
(e) Date dealing undertaken: 5 April 2018
(f) In addition to the company in 1(c) above, is the No
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"
2. POSITIONS OF THE PERSON 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 following the dealing
Class of relevant security: Ordinary shares
Interests Short positions
Number %1 Number %1
(1) Relevant securities owned and/ 143,541 0.01 Nil Nil
or controlled:
(2) Cash-settled derivatives: Nil Nil Nil Nil
(3) Stock-settled derivatives Nil Nil Nil Nil
(including options) and agreements
to purchase/sell:
143,541 0.01 Nil Nil
TOTAL:
1. Percentage calculations are based on GKN plc's total number of ordinary
shares in issue (excluding shares held in treasury) being 1,718,840,823.
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 (including directors' and
other employee options)
Class of relevant security in relation to Ordinary shares
which subscription right exists:
Details, including nature of the rights Options to acquire as set out in (i) and
concerned and relevant percentages: (ii) below
(i) Interests held as options under GKN plc share plans following the
dealing
Share plan Ordinary shares Expected release date Exercise price (GBPp)
(under option)
GKN plc 2017 Sharesave Plan (SAYE)
SAYE 2017 (i) 3,491 1 October 2020 257.79
1. The vesting of the option is conditional on continued employment (subject
to the rules of the plan) and subject to the other rules of the plan
(ii) Interests held as conditional awards under GKN plc share plans
following the dealing
Award Ordinary shares Expected release Subscription
(subject of the date price (GBPp)
award)
GKN Deferred Bonus Plan (DBP)
DBP 2018 (i) 13,228 February 2020 Nil
GKN Sustainable Earnings Plan (SEP)
SEP 2016 (ii), 363,876 February 2019 / Nil
(iii) February 2021
SEP 2017 (i), 286,919 February 2022 Nil
(iii)
SEP 2018 (i), 261,193 March 2023 Nil
(iii)
1. 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.
2. 50% of the award is expected to the released in February in February 2019
and the remaining 50% 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.
3. The release of the award is subject to performance conditions and, in the
case of the SEP 2017 and the SEP 2018, a two year holding period.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 3(a), (b),
(c) or (d) (as appropriate) for each additional class of relevant security
dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a
principal trader in the same group as a connected adviser)
Class of relevant Purchase/sale Number of securities Price per unit
security
Ordinary shares Sale 5,000 GBP4.296
Ordinary shares Sale (settlement to 36,714 GBP4.237
occur on 9 April
2018)
Ordinary shares Sale (settlement to 24,739 GBP4.237
occur on 9 April
2018)
(ii) Principal trader where the sole reason for the connection is that
the principal trader is in the same group as a connected adviser
Class of relevant Purchases/ sales Total number of Highest price per Lowest price per
security securities unit paid/ unit paid/
received received
N/A N/A N/A N/A N/A
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per unit
relevant description e.g. opening/closing a reference
security e.g. CFD long/short position, securities
increasing/reducing a
long/short position
N/A N/A N/A N/A N/A
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry Option
relevant description purchasing, securities price per e.g. date money
security e.g. call selling, to which unit American, paid/
option varying etc. option European received
relates etc. per unit
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of relevant Product Exercising/ Number of Exercise price
security description exercised against securities per unit
e.g. call option
Ordinary shares Call option Executive Share 36,714 GBP1.346
(settlement to Option Plan 2010
occur on 9 April
2018)
Ordinary shares Call option Executive Share 24,739 GBP1.9958
(settlement to Option Plan 2011
occur on 9 April
2018)
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, applicable)
conversion
N/A N/A N/A N/A
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 or person acting in concert making the disclosure and any other person:
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 or person acting in concert making the
disclosure 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
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 6 April 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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
END
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