22 June 2001
22 June 2001
This announcement is not being made in the United States of America, Canada or
Japan and is not for release, publication or distribution in or into the
United States of America, Canada or Japan.
Posting of shareholder documentation
The Board of GKN announces that it has today sent documentation to
shareholders in relation to the proposed demerger and combination (by way of a
dual listed companies structure) of its support services activities (the '
Support Services Activities') with Brambles Industries Limited ('Brambles')
announced on 19 April 2001.
The proposals to effect the demerger and combination involve:
* a reorganisation of the GKN Group to separate out the ownership of
the Support Services Activities from the other activities of the GKN Group and
to impose New GKN plc ('New GKN') as a new holding company for the GKN Group
by way of a scheme of arrangement (the 'Scheme');
* a demerger of the Support Services Activities (the 'Demerger') into
a new London-listed company, Brambles Industries plc ('Brambles (UK)'), the
shares in which will be issued to the shareholders of New GKN; and
* the entry by the newly-formed Brambles (UK) into a dual listed
companies structure with Brambles (to form the Combined Brambles Group). This
structure (the 'DLC Combination') will be established by a sharing agreement
between the two companies, the effect of which will be to place shareholders
of both companies in the same economic position as if they held shares in a
If the proposals are implemented in full, GKN shareholders will hold shares in
two London listed companies; New GKN (comprising GKN's automotive and
aerospace businesses) and Brambles (UK) (through which GKN shareholders will
collectively have a 43 per cent. economic and voting interest in the Combined
Brambles Group). Brambles shareholders will collectively have a 57 per cent.
voting and economic interest in the Combined Brambles Group.
Following implementation of the proposals, New GKN (which will change its name
to GKN plc) will continue as a focused global engineering company committed to
The Combined Brambles Group will be a leading global support services group.
Brambles and Brambles (UK) will have listings in Australia and the UK
respectively. The headquarters of the Combined Brambles Group will be in
The documentation sent to shareholders comprises a circular containing notices
convening meetings to approve the proposals and listing particulars relating
to New GKN and Brambles (UK) respectively.
The proposals are subject to satisfaction of court, regulatory, tax and
shareholder approvals. GKN shareholder approval will be sought at a court
meeting and an extraordinary general meeting to be held consecutively on
Monday 16 July 2001, commencing at 11.00 a.m. It is anticipated that, if the
Scheme becomes effective, dealings in New GKN Ordinary Shares will commence on
1 August 2001 and that if the Demerger and DLC Combination become effective,
dealings in Brambles (UK) Ordinary Shares will commence on 7 August 2001.
GKN 020 7463 2354
UBS Warburg Ltd., a wholly owned subsidiary of UBS AG, which is regulated in
the United Kingdom by The Securities and Futures Authority Limited, is acting
for GKN plc, New GKN plc and Brambles Industries plc in connection with the
Scheme, the Demerger, the introductions of New GKN plc and Brambles Industries
plc and the DLC Combination and no-one else and will not be responsible to
anyone other than GKN plc, New GKN plc and Brambles Industries plc for
providing the protections afforded to customers of UBS Warburg Ltd. nor for
providing advice in connection therewith.
This announcement does not constitute, or form part of, an offer or any
solicitation of an offer for securities in any jurisdiction, including the
United States of America. Securities may not be offered or sold in the United
States of America or to or for the account or benefit of U.S. persons (as such
term is defined in Regulation S under the U.S. Securities Act of 1933 (the
'Securities Act')) absent registration or an exemption from registration. It
is not intended for the shares of GKN, New GKN or Brambles (UK) to be listed
on any national securities exchange in the U.S. or quoted on the NASDAQ
inter-dealer quotation system nor for any securities to be registered under
the Securities Act.