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.
|(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
|(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”
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|
|(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|
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 /
|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 (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|
(b) Cash-settled derivative transactions
|Class of relevant security||Product description
|Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
|Number of reference securities||Price per unit|
(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|
|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)|
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”
(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”
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.