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 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. |
N/A |
(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)
Status of person making the disclosure:
e.g. offeror, offeree, person acting in
concert with the offeror/offeree (specify name of
offeror/offeree) |
Person
acting in concert with the offeree (GKN plc) |
(e)
Date dealing undertaken: |
5 April
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” |
No |
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/or controlled: |
143,541 |
0.01 |
Nil |
Nil |
(2) Cash-settled
derivatives: |
Nil |
Nil |
Nil |
Nil |
(3) Stock-settled
derivatives (including options) and agreements to
purchase/sell: |
Nil |
Nil |
Nil |
Nil |
TOTAL: |
143,541 |
0.01 |
Nil |
Nil |
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 which subscription right
exists: |
Ordinary shares |
Details, including nature of the rights concerned and relevant
percentages: |
Options to acquire
as set out in (i) and (ii) below |
(i) Interests held
as options under GKN plc share plans following the dealing
Share plan |
Ordinary shares (under
option) |
Expected release date |
Exercise price (GBPp) |
GKN plc 2017
Sharesave Plan (SAYE) |
SAYE 2017 (i) |
3,491 |
1 October 2020 |
257.79 |
-
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 (subject of the
award) |
Expected release date |
Subscription price
(GBPp) |
GKN Deferred Bonus
Plan (DBP) |
DBP 2018 (i) |
13,228 |
February 2020 |
Nil |
GKN Sustainable
Earnings Plan (SEP) |
SEP 2016 (ii), (iii) |
363,876 |
February 2019 /
February 2021 |
Nil |
SEP 2017 (i), (iii) |
286,919 |
February 2022 |
Nil |
SEP 2018 (i), (iii) |
261,193 |
March 2023 |
Nil |
-
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.
-
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.
-
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
security |
Purchase/sale |
Number of
securities |
Price per
unit |
Ordinary shares |
Sale |
5,000 |
£4.296 |
Ordinary shares |
Sale (settlement to occur on 9 April
2018) |
36,714 |
£4.237 |
Ordinary shares |
Sale (settlement to occur on 9 April
2018) |
24,739 |
£4.237 |
(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
security |
Purchases/
sales |
Total number of
securities |
Highest price per
unit paid/received |
Lowest price per
unit paid/received |
N/A |
N/A |
N/A |
N/A |
N/A |
(b) Cash-settled
derivative transactions
Class of relevant
security |
Product
description
e.g. CFD |
Nature of
dealing
e.g. opening/closing a long/short position, increasing/reducing
a long/short position |
Number of
reference securities |
Price per
unit |
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 relevant
security |
Product
description e.g. call option |
Writing,
purchasing, selling, varying etc. |
Number of
securities to which option relates |
Exercise price per
unit |
Type
e.g. American, European etc. |
Expiry
date |
Option money paid/
received per unit |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
(ii) Exercise
Class of relevant
security |
Product
description
e.g. call option |
Exercising/
exercised against |
Number of
securities |
Exercise price per
unit |
Ordinary shares |
Call option (settlement to occur on
9 April 2018) |
Executive Share Option Plan
2010 |
36,714 |
£1.346 |
Ordinary shares |
Call option (settlement to occur on
9 April 2018) |
Executive Share Option Plan
2011 |
24,739 |
£1.9958 |
(d) Other dealings
(including subscribing for new securities)
Class of relevant
security |
Nature of
dealing
e.g. subscription, conversion |
Details |
Price per unit (if
applicable) |
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.