REG - Dowlais Group PLC - Dowlais Shareholders approve Combination

InvestecAnnouncement

22/07/2025 14:00

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RNS Number : 0948S  Dowlais Group PLC  22 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

22 July 2025

RECOMMENDED CASH AND SHARE   combination

of

Dowlais Group plc ("Dowlais")

and

American Axle & Manufacturing Holdings, Inc. ("AAM")

Dowlais Shareholders approve Combination

Dowlais announces that at the Court Meeting and General Meeting held earlier
today in connection with the recommended cash and share combination of Dowlais
and AAM (the "Combination") to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"):

A.   the requisite majority of Scheme Shareholders voted to approve the
Scheme at the Court Meeting; and

B.   the requisite majority of Dowlais Shareholders voted to pass the
Special Resolution to implement the Scheme, including the amendment of
Dowlais' Articles of Association, at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court
Meeting and the General Meeting contained in Part Eleven and Part Twelve of
the Scheme Document respectively.

Capitalised terms used in this announcement, unless otherwise defined, have
the same meaning as set out in the Scheme Document and all references to times
in this announcement are to London time unless otherwise stated.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder present (in person or by proxy) was entitled to one vote
per Scheme Share held at the Voting Record Time.

 Results of the Court Meeting  Scheme Shares voted      Scheme Shareholders who voted     No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at
                                                                                          the Court Meeting*
                               Number       %*          Number           %*
 FOR                           803,821,450  94.66       869              82.14            61.05%
 AGAINST                       45,377,553   5.34        189              17.86            3.45%
 TOTAL**                       849,199,003              1048                              64.50%

 

* Rounded to two decimal places

** The aggregate of Scheme Shareholders voting "for" and "against" the
resolution as set out in this row exceeds the total number and percentage of
Scheme Shareholders who voted because 10 registered members gave instructions
for votes to be cast "for" the resolution in respect of part of their holding
of Scheme Shares and "against" the resolution in respect of another part of
their holding of Scheme Shares

Voting results of the General Meeting

The table below sets out the results of the poll conducted at the General
Meeting. Each Dowlais Shareholder present (in person or by proxy) was entitled
to one vote per Dowlais Share held at the Voting Record Time.

The total number of Dowlais Shares in issue at the Voting Record Time was
1,316,658,644, of which none were held in treasury. Consequently, the total
number of voting rights in Dowlais at the Voting Record Time was
1,316,658,644.

                                     Votes FOR           Votes AGAINST        Total votes  Votes WITHHELD**

                                     Number       %*     Number      %*       Number       Number
 Approval of the Special Resolution  797,001,016  94.60  45,513,247  5.40     842,514,263  835,537

 

*Rounded to two decimal places

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes "for" or "against" the Special Resolution

A copy of the Special Resolution passed at the General Meeting will shortly be
submitted to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Expected timetable

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part Three of the Scheme Document) have been
satisfied.

The Scheme remains subject to the satisfaction (or, where applicable, waiver)
of the remaining Conditions and further terms set out in the Scheme Document,
including the sanction of the Court at the Court Hearing and the delivery of a
copy of the Court Order to the Registrar of Companies.

The expected timetable of principal events from the implementation of the
Scheme remains as set out on pages 20 - 22 (inclusive) of the Scheme Document.
If any of the key dates and/or times set out in the expected timetable change,
the revised dates and/or times will be notified to Dowlais Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange.

Prior to the Effective Date, it is intended that applications will be made to
the London Stock Exchange for the Dowlais Shares to cease to be admitted to
trading on its Main Market for listed securities, and to the FCA for the
listing of Dowlais Shares on the Official List to be cancelled. It is expected
that the cancellation of admission and listing of the Dowlais Shares will take
effect from a date falling three Business Days after the Court Hearing to
sanction the Scheme.

Dowlais' interim results for the period ending 30 June 2025 will be announced
on 7 August 2025.

Liam Butterworth, CEO at Dowlais Group, said:

'We welcome the decision by our shareholders to support the recommended
combination with American Axle & Manufacturing. This brings us one step
closer to completion of a combination which will significantly increase our
scale, creating a global automotive leader with annual revenues of around $12
billion, employing approximately 50,000 people across more than 145
manufacturing facilities and which, as previously announced, is to be traded
on both the London and New York stock exchanges.

'This transaction serves as a compelling opportunity to accelerate our
strategy, enhances our competitiveness and offers investors the opportunity to
participate in the value creation potential of the new group, including $300m
of annual run rate cost synergies the American Axle & Manufacturing
directors expect to be substantially achieved by the end of the third full
year following completion, whilst also providing our shareholders with a
significant immediate cash return.'

Enquiries:

 Dowlais
 Pier Falcione                                                +44 (0) 7855 185 420
 Barclays (Financial adviser and corporate broker to Dowlais)
 Guy Bomford / Adrian Beidas / Neal West (Corporate Broking)  +44 (0) 20 7623 2323
 Rothschild & Co (Financial adviser to Dowlais)
 Ravi Gupta / Nathalie Ferretti                               +44 (0) 20 7280 5000
 Investec Bank plc (Joint corporate broker to Dowlais)
 Carlton Nelson / Christopher Baird                           +44 (0) 20 7597 5970
 Montfort Communications (PR adviser to Dowlais)
 Nick Miles / Neil Craven                                     +44 (0) 7739 701 634

                                                              +44 (0) 7876 475 419

 

Slaughter and May is acting as legal adviser to Dowlais.

 

Disclaimers

Important notices relating to financial advisers

Barclays, which is authorised by the PRA and regulated in the United Kingdom
by the FCA and the PRA, is acting exclusively for Dowlais and no one else in
connection with the Combination and will not be responsible to anyone other
than Dowlais for providing the protections afforded to clients of Barclays nor
for providing advice in relation to the Combination or any other matter
referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in Dowlais securities on the London Stock Exchange.
These purchases and activities by exempt principal traders which are required
to be made public in the United Kingdom pursuant to the Code will be reported
to a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com.) . This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.

Rothschild & Co, which is authorised and regulated in the UK by the FCA,
is acting exclusively as financial adviser to Dowlais and for no‑one else in
connection with the Combination and shall not be responsible to anyone other
than Dowlais for providing the protections afforded to clients of Rothschild
& Co, nor for providing advice in connection with the Combination or any
matter referred to herein. Neither Rothschild & Co nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Rothschild & Co in connection with
this announcement, any statement contained herein, the Combination or
otherwise. No representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.

Investec, which is authorised in the United Kingdom by the PRA and regulated
in the United Kingdom by the FCA and the PRA, is acting exclusively for
Dowlais and no one else in connection with the subject matter of this
announcement and will not regard any other person as its client in relation to
the subject matter of this announcement and will not be responsible to anyone
other than Dowlais for providing the protections afforded to the clients of
Investec, or for providing advice in connection with the subject matter of
this announcement or any other matters referred to herein. Neither Investec
nor any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Investec in connection with the subject matter of this announcement,
any statement contained herein or otherwise, and no representation, express or
implied, is made by Investec or any of its subsidiaries, branches or
affiliates, or purported to be made on behalf of Investec or any of its
subsidiaries, branches or affiliates, in relation to the contents of this
announcement, including with regard to the accuracy or completeness of the
announcement or the verification of any other statements made or purported to
be made by or on behalf of Investec or any of its subsidiaries, branches or
affiliates in connection with the matters described in this announcement.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Combination or otherwise. In particular, this announcement is not an offer
of securities for sale into the U.S. No offer of securities shall be made in
the U.S. absent registration under the U.S. Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, such registration
requirements. The Combination will be made solely through the Scheme Document
(or, if the Combination is implemented by way of a Takeover Offer, the
Takeover Offer documents), which, together with the accompanying Forms of
Proxy and Forms of Election in relation to the Mix and Match Facility, which
will contain the full terms and conditions of the Combination, including
details of how to vote in respect of the Combination. Any decision in respect
of the Combination should be made only on the basis of the information in the
Scheme Document (or, if the Combination is implemented by way of a Takeover
Offer, the Takeover Offer documents).

Dowlais and AAM urge Dowlais Shareholders to read the Scheme Document (or any
other document by which the Combination is made) in full because it contains
important information relating to the Combination, including details of how to
vote in respect of the Scheme.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

This announcement does not constitute a prospectus or a prospectus
equivalent document.

The Combination will be subject to the applicable requirements of English law,
the Code, the Panel, the London Stock Exchange and the FCA.

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Combination or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the UK, and the availability of the Combination to Dowlais
Shareholders who are not resident in the UK, may be restricted by law and
therefore any persons who are not resident in the UK or who are subject to the
laws of any jurisdiction other than the UK (including Restricted
Jurisdictions) should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of persons who
are not resident in the UK or who are subject to the laws of another
jurisdiction to participate in the Combination or to vote their Dowlais Shares
in respect of the Scheme at the Court Meeting, or to execute and deliver Forms
of Proxy appointing another to vote at the Court Meeting on their behalf or
the Form of Election in respect of the Mix and Match Facility, may be affected
by the laws of the relevant jurisdictions in which they are located or to
which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws in that jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Combination disclaim
any responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by AAM or required by the Code, and permitted by
applicable law and regulation, the Combination shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Combination by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

Accordingly, copies of this announcement and any formal documentation relating
to the Combination are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Combination.

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Code and information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom. Nothing
in this announcement should be relied on for any other purpose. Overseas
Shareholders should consult their own professional advisers with respect to
the legal and tax consequences of the Scheme.

Further details in relation to Overseas Shareholders are contained in
paragraph 18 of Part II (Explanatory Statement) of the Scheme Document.

Additional information for U.S. investors in Dowlais

The Combination relates to an offer for the shares of an English company and
is proposed to be implemented by means of a scheme of arrangement provided for
under English company law. The Combination, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the related proxy
solicitation rules under the U.S. Exchange Act. Accordingly, the Combination
is subject to the disclosure requirements and practices applicable to a scheme
of arrangement involving a target company in the UK listed on the London Stock
Exchange, which differ from the disclosure requirements of the U.S. tender
offer and related proxy solicitation rules. If, in the future, AAM exercises
its right to elect to implement the Combination by way of a Takeover Offer and
determines to extend the Takeover Offer into the U.S., such Takeover Offer
will be made in compliance with applicable U.S. laws and regulations.

The New AAM Shares to be issued pursuant to the Combination have not been and
will not be registered under the U.S. Securities Act, and may not be offered
or sold by AAM in the U.S. absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act. The New AAM Shares
to be issued pursuant to the Combination will be issued pursuant to the
exemption from registration set forth in Section 3(a)(10) of the U.S.
Securities Act. If, in the future, AAM exercises its right to elect to
implement the Combination by way of a Takeover Offer or otherwise determines
to conduct the Combination in a manner that is not exempt from the
registration requirements of the U.S. Securities Act, it will file a
registration statement with the SEC that will contain a prospectus with
respect to the issuance of New AAM Shares. In this event, Dowlais Shareholders
are urged to read these documents and any other relevant documents filed with
the SEC, as well as any amendments or supplements to all such documents,
because they will contain important information, and such documents will be
available free of charge at the SEC's website at www.sec.gov
(https://protect.checkpoint.com/v2/___http:/www.sec.gov/___.YzJ1OmFtZXJpY2FuYXhsZW1hbnVmYWN0dXJpbmc6YzpvOjJkZjZkMWQ2OWU5YjkwZmI1ODBhZDdhNzU4OWYyYzI2OjY6NTBkODoxNDdiMzJjOWI4ODg1NTU0MjEwNzZiMzYyOGI1MjBhMWIyZGVlMTRjY2I5ZjFmMTdmMjBhYzVjNDU2NDllMDVkOnA6RjpO)
 or by directing a request to AAM's contact for enquiries identified above.

The Scheme Document will contain certain unaudited financial information
relating to Dowlais that has been prepared in accordance with UK-endorsed
International Financial Reporting Standards ("IFRS") and thus may not be
comparable to financial information of U.S. companies or companies whose
financial statements are prepared in accordance with U.S. generally accepted
accounting principles. U.S. generally accepted accounting principles differ in
certain significant respects from IFRS.

Dowlais is incorporated under the laws of a non-U.S. jurisdiction, some or all
of Dowlais' officers and directors reside outside the U.S., and some or all of
Dowlais' assets are or may be located in jurisdictions outside the U.S.
Therefore, U.S. Dowlais Shareholders (defined as Dowlais Shareholders who are
U.S. persons as defined in the U.S. Internal Revenue Code or "IRC") may have
difficulty effecting service of process within the U.S. upon those persons or
recovering against Dowlais or its officers or directors on judgments of U.S.
courts, including judgments based upon the civil liability provisions of the
U.S. federal securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S. court's
judgment. It may not be possible to sue Dowlais or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws.

The receipt of New AAM Shares and cash by Dowlais Shareholders as
consideration for the transfer of Dowlais Shares pursuant to the Combination
may be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Such
consequences, if any, are not generally described herein. Each Dowlais
Shareholder is urged to consult with legal, tax and financial advisers in
connection with making a decision regarding the Combination, including in
light of the potential application of Section 304 of the IRC to the
Combination.

Further details in relation to US investors are contained on pages 62 to 71
and 113 to 115 of the Scheme Document.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Combination, and other
information published by AAM and Dowlais contain statements which are, or may
be deemed to be, "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
assumptions, expectations, valuations, targets, estimates, forecasts and
projections of AAM and Dowlais about future events, and are therefore subject
to risks and uncertainties which could cause actual results, performance or
events to differ materially from those expressed or implied by the
forward-looking statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of the
Combination on the AAM Group, the Dowlais Group and the Combined Group, such
as the statements about the expected profitable growth, value-enhancing
investments, sustainable capital returns and other characteristics of the
Combined Group, the expected timing and scope of the Combination and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects", "budgets", "targets", "aims", "scheduled", "estimates",
"forecast", "intends", "anticipates", "seeks", "prospects", "potential",
"possible", "assume" or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. AAM and Dowlais
give no assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risks (known and unknown) and
uncertainties (and other factors that are in many cases beyond the control of
AAM and/or Dowlais) because they relate to events and depend on circumstances
that may or may not occur in the future.

There are a number of factors that could affect the future operations of the
AAM Group, the Dowlais Group and/or the Combined Group and that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and currency
fluctuations), the timing impact and other uncertainties of future or planned
acquisitions or disposals or offers, the inability of the Combined Group to
realise successfully any anticipated synergy benefits when the Combination is
implemented (including changes to the board and/or employee composition of the
Combined Group), the inability of the AAM Group to integrate successfully the
Dowlais Group's operations and programmes when the Combination is implemented,
the Combined Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Combination when the Combination
is implemented. Other unknown or unpredictable factors could affect future
operations and/or cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors. It is not possible to foresee or
identify all such factors.

Each forward-looking statement speaks only as of the date of this
announcement. Neither the AAM Group nor the Dowlais Group, nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including, without
limitation, under the Code, the UK Market Abuse Regulation, the DTRs and
applicable U.S. securities laws), neither the AAM Group nor the Dowlais Group
is under or undertakes any obligation, and each of the foregoing expressly
disclaims any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. For a discussion of important risk factors that could cause AAM's
actual results to differ materially from the expectations in the
forward-looking statements, see Part I, Item 1A. under the heading "Risk
Factors" in its Form 10-K for the fiscal year ended December 31, 2024 and Part
II, Item 1A under the heading "Risk Factors" in its quarterly report on Form
10-Q for the quarterly period ended March 31, 2025, filed with the SEC which
also contain additional information regarding forward-looking statements with
respect to AAM.

 

No profit forecasts, estimates or quantified financial benefits statements

Other than the Dowlais Profit Forecasts, the Dowlais Q1 Profit Estimates, the
AAM FY25 Profit Forecast and the AAM FY26/27 Profit Forecast, no statement in
this announcement is intended as a profit forecast or estimate for any period
and no statement in this announcement should be interpreted to mean that
earnings or earning per ordinary share, for Dowlais or AAM, respectively, for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for Dowlais or
AAM, respectively.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time)on the tenth business day (as defined in the
Code) following the commencement of the offer period and, if appropriate, by
no later than 3.30 p.m. (London time) on the tenth business day (as defined in
the Code) following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and 18 (ii) any securities exchange offeror(s), save to the extent
that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day (as defined in the Code)
following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3. Opening Position
Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror
and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4). Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing Disclosures must
be made can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

This announcement is required to be published pursuant to Rule 26 of the Code
and will be available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on AAM's and Dowlais' websites, at
 www.aam.com/investors/offer-for-dowlais-group-plc and
www.dowlais.com/AAMcombination respectively, promptly and in any event by no
later than 12 noon (London time) on the business day (as defined in the Code)
following the date of this announcement. Neither the content of the websites
referred to in this announcement nor the content of any website accessible
from hyperlinks in this announcement is incorporated into, or forms part of,
this announcement.

Right to receive documents in hard copy form

Dowlais Shareholders and persons with information rights may, subject to
applicable securities laws, request a hard copy of this announcement (and any
information incorporated into it by reference to another source), free of
charge, by contacting Dowlais' registrars, Equiniti, by: (i) submitting a
request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA, United Kingdom; or (ii) contacting Equiniti between 8.30 a.m.
and 5.30 p.m. (London time), Monday to Friday (excluding English and Welsh
public holidays), on +44 (0) 371 384 2030 (please use the country code when
calling from outside the UK). A person so entitled may, subject to applicable
securities laws, also request that all future documents, announcements and
information to be sent in relation to the Combination should be in hard copy
form.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information in relation to the Combination are sent to them
in hard copy form.

Please note that Dowlais' Registrars, Equiniti, cannot provide advice on the
merits of the Combination or the Scheme or give any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Dowlais Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Dowlais may
be provided to AAM, members of the AAM Group and/or their respective advisers
during the Offer Period as required under Section 4 of Appendix 4 of the Code.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, accountant or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
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