FINAL TERMS
17 September 2012
GKN Holdings plc
Issue of £450,000,000 5.375 per cent. Notes due 19 September 2022
under the £2,000,000,000
Euro Medium Term Note Programme
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Prospectus dated 8 August 2012 (the Prospectus) which constitutes a base prospectus for the purposes of the
Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the
Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and
must be read in conjunction with the Prospectus. Full information on GKN Holdings plc (the Issuer) and the
offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus.
The Prospectus has been published on the website of the London Stock Exchange at
www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be
obtained during normal business hours from the registered office of the Issuer at Ipsley House, Ipsley Church
Lane, Redditch, Worcestershire, B98 0TL, United Kingdom and from the specified office of the Paying
Agent for the time being in London.
1.
(a)
Series Number:
1
(b)
Tranche Number:
1
(c)
Date on which the Notes will be
consolidated and form a single
Series:
Not Applicable
2.
Specified Currency or Currencies:
3.
Aggregate Nominal Amount:
Pounds sterling (£)
(a)
Series:
£450,000,000
(b)
Tranche:
£450,000,000
4.
Issue Price:
99.847 per cent. of the Aggregate Nominal Amount
5.
(a)
Specified Denomination(s):
£100,000 and integral multiples of £1,000 in excess
thereof up to and including £199,000. No Notes in
definitive form will be issued with a denomination
above £199,000
(b)
Calculation Amount:
£1,000
(a)
Issue Date:
19 September 2012
(b)
Interest Commencement Date:
Issue Date
6.
7.
Maturity Date:
19 September 2022
8.
Interest Basis:
5.375 per cent. Fixed Rate
(further particulars specified below)
9.
Redemption/Payment Basis:
Redemption at par
10.
Change of Interest Basis:
Not Applicable
11.
Put/Call Options:
Change of Control Put
(further particulars specified below)
12.
Date Board approval for issuance of
Notes obtained
12 September 2012
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions
Applicable
(a)
Rate(s) of Interest:
5.375 per cent. per annum payable in arrear on each
Interest Payment Date
(b)
Interest Payment Date(s):
19 March and 19 September in each year,
commencing on 19 March 2013, up to and including
the Maturity Date
(c)
Fixed Coupon Amount(s):
£26.875 per Calculation Amount
(d)
Broken Amount(s):
Not Applicable
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Determination Date(s):
19 March and 19 September in each year
14.
Floating Rate Note Provisions
Not Applicable
15.
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
16.
Issuer Call:
Not Applicable
17.
Investor Put:
Not Applicable
18.
Investor Put upon a Change of Control
Put Event:
Applicable
Change of Control Put Price:
£1,000 per Calculation Amount
19.
Final Redemption Amount:
Each Note will be redeemed at 100 per cent. of its
principal amount
20.
Early Redemption Amount payable on
redemption for taxation reasons or on
event of default:
0083958-0000463 ICM:15684334.5
£1,000 per Calculation Amount
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GENERAL PROVISIONS APPLICABLE TO THE NOTES
21.
Form of Notes:
(a)
Form:
Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes only upon an Exchange Event
(b)
New Global Note:
Yes
22.
Additional Financial Centre(s):
London
23.
Talons for future Coupons to be attached
to Definitive Notes (and dates on which
such Talons mature):
No
Signed on behalf of GKN Holdings plc:
By:
.........................................................
Duly authorised
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PART B – OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i)
Date from which listing on the Official
List of the UK Listing Authority and
admission to trading on the regulated
market of the London Stock Exchange is
expected to be effective:
19 September 2012
Estimate of total expenses related to
admission to trading:
£3,600 (excluding VAT)
(ii)
2.
RATINGS
Ratings:
The Notes to be issued are expected to be assigned the
following ratings:
BB+ (stable) by Standard & Poor’s Credit Market
Services Europe Limited
Ba1 (positive) by Moody’s Deutschland GmbH
BBB- (stable) by Fitch Ratings Ltd.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the
issue of the Notes has an interest material to the offer. The Managers and their affiliates have
engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary
course of business.
4.
YIELD (Fixed Rate Notes only)
Indication of yield:
5.468 per cent. (annual)
The yield is calculated at the Issue Date on the basis of
the Issue Price. It is not an indication of future yield.
5.
OPERATIONAL INFORMATION
(i)
ISIN Code:
XS0830978259
(ii)
Common Code:
083097825
(iii)
Any clearing system(s) other than
Euroclear Bank SA/NV and Clearstream
Banking, société anonyme and the
relevant identification number(s):
Not Applicable
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
(iv)
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6.
TEFRA RULES
Whether TEFRA D or TEFRA C rules
applicable or TEFRA rules not
applicable:
7.
TEFRA D
THIRD PARTY INFORMATION
Not Applicable
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