TIDMGKN TIDMGKN 
 
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:                          Mark Josceline Sclater 
 
(b) Owner or controller of interests and short       N/A 
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. 
 
(c) Name of offeror/offeree in relation to whose     GKN plc 
relevant securities this form relates: 
     Use a separate form for each offeror/offeree 
 
(d) Status of person making the disclosure:          Person acting in concert with the 
     e.g. offeror, offeree, person acting in concert offeree (GKN plc) 
with the offeror/offeree (specify name of offeror/ 
offeree) 
 
(e) Date dealing undertaken:                         5 April 2018 
 
(f) In addition to the company in 1(c) above, is the No 
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" 
 
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/       47,578         0.00          Nil          Nil 
or controlled: 
 
(2) Cash-settled derivatives:              Nil           Nil          Nil          Nil 
 
(3) Stock-settled derivatives              Nil           Nil          Nil          Nil 
(including options) and agreements 
to purchase/sell: 
 
                                         47,578         0.00          Nil          Nil 
     TOTAL: 
 
1. Percentage calculations are based on GKN plc's total number of ordinary 
shares in issue (excluding shares held in treasury) being 1,718,840,823. 
 
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  Ordinary shares 
which subscription right exists: 
 
Details, including nature of the rights    Options to acquire as set out in (i) and 
concerned and relevant percentages:        (ii) below 
 
(i)         Interests held as options under GKN plc share plans following the 
dealing 
 
Share plan            Ordinary shares       Expected release date Exercise price (GBPp) 
                      (under option) 
 
GKN plc 2017 Sharesave Plan (SAYE) 
 
SAYE 2017             3,491*                1 October 2020        257.79 
 
* 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 
 
(ii)        Interests held as conditional awards under GKN plc share plans 
following the dealing 
 
Award             Ordinary shares   Expected release  Subscription 
                  (subject of the   date              price (GBPp) 
                  award) 
 
GKN Deferred Bonus Plan (DBP) 
 
DBP 2017 (i)      6,677             February 2019     Nil 
 
DBP 2018 (i)      2,168             February 2020     Nil 
 
GKN Share Incentive and Retention Plan (SIRP) 
 
SIRP 2017 (ii)    59,064            31 July 2020      Nil 
 
GKN Sustainable Earnings Plan (SEP) 
 
SEP 2016 (iii),   113,198           February 2019 /   Nil 
(iv)                                February 2021 
 
SEP 2017 (i),     90,374            February 2022     Nil 
(iv) 
 
SEP 2018 (i),     231,144           March 2023        Nil 
(iv) 
 
 1. Date of the month is dependent on 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 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 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       Purchase/sale     Number of securities     Price per unit 
      security 
 
Ordinary shares       Sale                  13,889                GBP4.30 
 
(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 Purchases/ sales   Total number of  Highest price per Lowest price per 
    security                           securities        unit paid/        unit paid/ 
                                                          received          received 
 
N/A               N/A               N/A               N/A               N/A 
 
(b)        Cash-settled derivative transactions 
 
    Class of        Product         Nature of dealing       Number of    Price per unit 
    relevant      description    e.g. opening/closing a     reference 
    security        e.g. CFD      long/short position,      securities 
                                  increasing/reducing a 
                                   long/short position 
 
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    Product      Writing,     Number of  Exercise     Type    Expiry   Option 
relevant  description   purchasing,  securities  price per    e.g.     date     money 
security   e.g. call     selling,     to which     unit    American,            paid/ 
             option    varying etc.    option               European          received 
                                       relates                etc.            per unit 
 
N/A       N/A          N/A           N/A         N/A       N/A        N/A     N/A 
 
(ii)        Exercise 
 
Class of relevant      Product         Exercising/        Number of      Exercise price 
    security         description    exercised against    securities         per unit 
                  e.g. call option 
 
N/A               N/A               N/A               N/A               N/A 
 
(d)        Other dealings (including subscribing for new securities) 
 
 Class of relevant       Nature of dealing             Details        Price per unit (if 
     security            e.g. subscription,                              applicable) 
                             conversion 
 
N/A                 N/A                          N/A                  N/A 
 
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:                         6 April 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. 
 
 
 
END 
 

(END) Dow Jones Newswires

April 06, 2018 07:17 ET (11:17 GMT)

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