Completion of Demerger and Admission of Shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
20 April 2023
Dowlais Group plc ("Dowlais" or the "Company")
Completion of Demerger and Admission of Shares in Dowlais
Dowlais is pleased to announce the completion of the demerger of the GKN Automotive, GKN Powder Metallurgy and GKN Hydrogen businesses from Melrose Industries PLC ("Melrose") into Dowlais (the "Demerger").
The ordinary shares of Dowlais (ticker "DWL.L") have been admitted today (20 April 2023) to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange's main market for listed securities ("Admission").
CREST accounts have been or will be credited with Dowlais ordinary shares shortly after 8.00 a.m. (London time) today (20 April 2023). It is expected that Dowlais shareholders with holdings in certificated form will be sent share certificates in respect of their holdings of Dowlais ordinary shares by 5 May 2023.
On Admission, the issued share capital of Dowlais consists of 1,393,273,527 shares with a nominal value of £0.01 each and all Dowlais shares carry voting rights of one vote per share. Dowlais does not hold any shares in treasury. The above figure may be used by shareholders and others with notification obligations as their denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Dowlais under the FCA's Disclosure Guidance and Transparency Rules.
Liam Butterworth, Chief Executive Officer of Dowlais, commented: "We are delighted Dowlais has today joined the London Stock Exchange. I would like to extend my thanks to the team at Melrose for their unwavering support over the past five years, during which time we have completely transformed our group of businesses.
Dowlais brings together the market leading GKN Automotive and GKN Powder Metallurgy businesses and an exciting opportunity in GKN Hydrogen. We have a clear strategy to create value for our stakeholders by: delivering industry leading financial performance; facilitating the world's transition to electric vehicles through a portfolio of cutting-edge products; and accelerating growth through a disciplined M&A strategy.
Dowlais looks forward to the opportunities that lie ahead as the UK's leading listed auto components business, well placed to play its part in transitioning society to a greener future."
Disclaimer
This announcement is for information purposes only and does not constitute an offer or invitation to sell the securities of the Company in any jurisdiction nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with any contract therefor. In particular, this announcement does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the United States. The Dowlais ordinary shares have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from such registration requirement. No public offering of securities will be made in the United States in connection with the above-mentioned transaction. Shareholders must rely upon their own examination, analysis and enquiries of Dowlais and the terms of the Prospectus, including the merits and risks involved.
No offer of shares has been or will be made as part of the Demerger and the Prospectus has been published solely in connection with the admission of the Company's ordinary shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.
Dowlais makes no representation or warranty as to the appropriateness, accuracy, completeness or reliability of the information in this announcement.
N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as sponsor and joint financial adviser exclusively for the Company and Melrose and for no one else in connection with the Demerger or any other matters described in this announcement and will not be responsible to anyone other than the Company and Melrose for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Demerger or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with the Demerger, this announcement, any statement contained herein, or otherwise.
Citigroup Global Markets Limited ("Citi") and J.P. Morgan Securities plc ("J.P. Morgan") are each authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA, and are acting as joint financial advisers exclusively for the Company and Melrose and for no one else in connection with the Demerger or any other matters described in this announcement and will not be responsible to anyone other than the Company and Melrose for providing the protections afforded to the respective clients of Citi or J.P. Morgan nor for providing advice in connection with the Demerger or any other matters referred to in this announcement. Neither Citi or J.P. Morgan nor any of their respective affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi or J.P. Morgan (as the case may be) in connection with the Demerger, this announcement, any statement contained herein, or otherwise.
Investec Bank plc ("Investec", and together with Rothschild & Co, Citi and J.P. Morgan, the "Banks") is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively as sole corporate broker for the Company and joint corporate broker for Melrose, and for no one else in connection with the Demerger or any other matters described in this announcement and will not be responsible to anyone other than the Company and Melrose for providing the protections afforded to the clients of Investec nor for providing advice in connection with the Demerger or any other matters referred to in this announcement. Neither Investec nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Investec in connection with the Demerger, this announcement, any statement contained herein, or otherwise.
None of the Banks nor any of their respective affiliates and/or any of their or their respective affiliates' directors, officers, employees, partners, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company and/or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Information regarding forward-looking statements
This announcement contains statements that are, or may be deemed to be "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "potential", "predicts", "expects", "intends", "may", "will", "can", "likely" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the business, results of operations, financial position, liquidity, prospects, growth and strategies of the Company and its subsidiaries (together with the Company, the "Group"). Forward-looking statements speak only as of the date they are made.
In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements of the Company might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements contained in this announcement speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update these forward-looking statements contained in this announcement to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law, the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA or Regulation (EU) 596/2014 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
Dowlais enquiries
Teneo:
Olivia Peters
Olivia.Peters@Teneo.com
+44 (0) 7902 771008
Investor Relations:
Chris Dyett
+44 (0) 7974 974690
investor.relations@dowlais.com
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