GKN PLC - Form 8 (DD) GKN plc

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:	16 March 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:	148,424	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:	148,424	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 1,718,444,166.

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
GKN Executive Share Option Plan (ESOS)
ESOS 2010 (i) (ii)	36,714	N/A	134.6
ESOS 2011 (i) (iii)	24,739	N/A	199.58

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

2. Options have vested previously but have not yet been exercised. Last possible exercise date is 6 May 2020

3. Options have vested previously but have not yet been exercised. Last possible exercise date is 31 March 2021.

   (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) (ii)	13,228	February 2020	Nil
GKN Sustainable Earnings Plan (SEP)
SEP 2016 (i), (iii) (iv)	363,876	February 2019 /  February 2021	Nil
SEP 2017 (i), (iv)	286,919	February 2022	Nil
SEP 2018 (i), (iv)	261,193	February  2023	Nil

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. The release of this award is subject to continued employment.

3. 50% of the award is expected to the released 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.

4. 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
N/A	N/A	N/A	N/A

(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
N/A	N/A	N/A	N/A	N/A

(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)
Ordinary shares	Grant of conditional award over 261,193 shares	Grant of award over 261,193 ordinary shares under the SEP 2018.	NIL
Ordinary shares	Grant of conditional award over 13,228 shares	Grant of award over 13,228 ordinary shares under the DBP 2018.	NIL

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:	19 March 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.