REG - Dowlais Group PLC - Completion of Demerger and Admission of Shares

InvestecAnnouncement

20/04/2023 09:15

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RNS Number : 8183W  Dowlais Group PLC  20 April 2023

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INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
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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 (mailto:Olivia.Peters@Teneo.com)

+44 (0) 7902 771008

Investor Relations:

Chris Dyett

+44 (0) 7974 974690

investor.relations@dowlais.com (mailto:investor.relations@dowlais.com)

 

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