PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended from 1 January 2018, to be offered, sold or otherwise made available to and with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive (as defined below). Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Final Terms dated: 10 May 2017 GKN Holdings plc (incorporated with limited liability in England and Wales with registered number 00066549) Issue of 300,000,000 3.375 per cent. Notes due 12 May 2032 under the 2,000,000,000 Euro Medium Term Note Programme Programme Number: 000013077 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 Base Prospectus dated 24 April 2017 and the supplement to it dated 27 April 2017 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (as amended, the Prospectus Directive) (the Base Prospectus). 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 Base Prospectus as so supplemented. 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 Base Prospectus as so supplemented. The Base Prospectus and the supplement have 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 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: 2. Specified Currency or Currencies: Pounds sterling ( ) 3. Aggregate Nominal Amount: (a) Series: 300,000,000 (b) Tranche: 300,000,000
4. Issue Price: 99.317 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 6. (a) Issue Date: 12 May 2017 (b) Interest Commencement Date: Issue Date 7. Maturity Date: 12 May 2032 8. Interest Basis: 3.375 per cent. Fixed Rate (further particulars specified below) 9. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. 10. Change of Interest Basis: 11. Put/Call Options: Change of Control Put Issuer Call (further particulars specified below) 12. Date Board approval for issuance of Notes obtained: 5 May 2017 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 13. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 3.375 per cent. per annum payable in arrear on each Interest Payment Date, subject to a Fixed Rate Adjustment (b) Fixed Rate Adjustment: Applicable - the Notes are Step-up/stepdown Notes The Initial Rate of Interest is 3.375 per cent. per annum payable in arrear on each Interest Payment Date. The Step-up Margin is 1.250 per cent. per annum 3
(c) Interest Payment Date(s): 12 May in each year, commencing on 12 May 2018, up to and including the Maturity Date (d) (e) Fixed Coupon Amount(s): (Applicable to Notes in definitive form) Broken Amount(s): (Applicable to Notes in definitive form) Unless a Step-up Rating Change has occurred 33.75 per Calculation Amount (f) Day Count Fraction: Actual/Actual (ICMA) (g) Determination Date(s): 12 May in each year 14. Floating Rate Note Provisions 15. Zero Coupon Note Provisions PROVISIONS RELATING TO REDEMPTION 16. Issuer Call: Applicable (a) Optional Redemption Date(s): Subject to the prior notice requirements in Condition 6.3, at any time from (and including) the Issue Date to (but excluding) the Maturity Date (b) Optional Redemption Amount: Make Whole Redemption Price (c) Make Whole Redemption Price: Spens Amount (i) Redemption Margin: +0.300 per cent. (ii) Reference Bond: 4.25 per cent. UK Treasury Bond due June 2032 (iii) Quotation Time: 10:00 am London time (d) If redeemable in part: (i) (ii) Minimum Redemption Amount: Maximum Redemption Amount: 17. Investor Put: 18. Investor Put upon a Change of Control Put Event: Change of Control Put Price: Applicable 1,000 per Calculation Amount 4
PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange with effect from 12 May 2017. (ii) Estimate of total expenses related to admission to trading: 3,600 2. RATINGS Ratings: The Notes to be issued are expected to be assigned the following ratings: BBB- by Standard & Poor s Credit Market Services Europe Limited Baa3 by Moody s Deutschland GmbH BBB- 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: 3.434 per cent. per annum 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: XS1611857795 (ii) Common Code: 161185779 (iii) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): (iv) Names and addresses of additional Paying Agent(s) (if any): 6
(v) Intended to be held in a manner which would allow Eurosystem eligibility: Yes. Note that the designation yes simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. 6. DISTRIBUTION (i) Method of distribution Syndicated (ii) If syndicated; (A) names of Managers: Barclays Bank PLC HSBC Bank plc J.P. Morgan Securities plc Commerzbank Aktiengesellschaft Crédit Agricole Corporate and Investment Bank Skandinaviska Enskilda Banken AB (publ) Société Générale (B) Date of Subscription Agreement: 10 May 2017 (C) Stabilisation Manager: (iii) If non-syndicated, name of relevant Dealer: (iv) Prohibition of Sales to EEA Retail Investors: Applicable 7. USE OF PROCEEDS The net proceeds from the issuance of the Notes will be applied by the Issuer for its general corporate purposes and/or for use in connection with its defined benefit pension scheme. 8. US SELLING RESTRICTIONS Regulation S Compliance Category 2 / TEFRA D 9. THIRD PARTY INFORMATION 7