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Shareholder Information

Annual General Meeting

The Annual General Meeting on Thursday 7 May 2009 will be held at the Cavendish Conference Centre, 22 Duchess Mews, London W1G 9DT, commencing at 2.00 pm. The notice of meeting, together with an explanation of the resolutions to be considered at the meeting, is contained within the AGM circular.

GKN website and share price information

Information on GKN, including this and prior years’ annual reports, half year reports, results announcements and presentations together with the GKN share price updated every 20 minutes, is available on GKN’s website at www.gkn.com. The latest GKN share price is also available within the UK from the Financial Times’ Cityline service by telephoning 09058 171690. Calls are charged at 75p per minute.

Shareholding enquiries and information

Administrative enquiries relating to shareholdings should be addressed to GKN’s registrar, Equiniti (see contact details). Correspondence should refer to GKN and include the shareholder’s full name, address and, if available, the 8 or 11 digit reference number which can be found on GKN share certificates.

By visiting Equiniti’s Shareview website at www.shareview.co.uk, shareholders can view information on their shareholdings and recent dividends, obtain guidance on transferring shares and receiving shareholder documents electronically, update their personal details (including changing address details) and set up a new dividend mandate or change their existing mandate. Shareholders wishing to register for Shareview will need their 8 or 11 digit reference number which can be found on GKN share certificates.

Share dealing service

A telephone dealing service has been arranged with Stocktrade which provides a simple way of buying or selling GKN shares. Full details can be obtained by telephoning 0845 601 0995 (+44 131 240 0414 from outside the UK) and quoting reference Low Co139.

Also, the Equiniti Group offers a telephone and internet dealing service for UK residents to buy or sell GKN shares. Further details can be obtained from www.shareview.co.uk/dealing or by telephoning 0845 603 7037. Equiniti Financial Services Ltd is authorised and regulated by the UK Financial Services Authority. The registered details of the provider are available from the above number.

Please note that the value of shares can fall and you may get back less than you invest. If you are in any doubt about the suitability of an investment you should seek professional advice.

Dividend reinvestment plan (DRIP)

Under the DRIP, shareholders can use their cash dividends to buy additional shares in GKN. Shareholders who would like to receive details of the DRIP should contact the Share Dividend Team at Equiniti (see contact details) or visit the Shareview website (www.shareview.co.uk).

GKN single company ISA

Equiniti operates a single company ISA in which GKN shares can be held in a tax efficient manner. Full details and an application form can be obtained by telephoning Equiniti’s ISA Helpline on 0871 384 2244 (calls are charged at 8p per minute from a BT landline) or by visiting the Shareview website (www.shareview.co.uk). Investors should note that the value of any tax benefit will vary according to individual circumstances and the tax rules relating to ISAs may change in the future. If you are in any doubt you should seek professional advice.

GKN American Depositary Receipts

GKN has a sponsored Level 1 American Depositary Receipt (ADR) programme for which The Bank of New York Mellon acts as Depositary. Each ADR represents one GKN ordinary share. The ADRs trade in the US over-the-counter (OTC) market under the symbol GKNLY. When dividends are paid to shareholders, the Depositary converts such dividends into US dollars, net of fees and expenses, and distributes the net amount to ADR holders. For enquiries, The Bank of New York Mellon can be contacted by telephone on +1-888-BNY-ADRS (toll-free for US residents) or +1-201-680-6825 (for international residents), via their website at www.adrbnymellon.com or by email enquiry to shrrelations@bnymellon.com.

Receipt of shareholder documents

To enable the Company to reduce costs and its impact on the environment, shareholder documents are only sent in hard copy to those shareholders who have made an election to receive documents in this form. Shareholders who have not elected to receive documents in hard copy will receive a letter at the time of their publication advising that they are available electronically (usually on GKN’s website). Alternatively, shareholders can elect to be notified of the publication of documents by email. Shareholders who wish to register for email notification can do so via the GKN or Shareview websites (see contact details).

Unsolicited mail

GKN is obliged by law to make its share register publicly available and as a consequence some shareholders may have received unsolicited mail. If you wish to limit the amount of such mail you should contact the Mailing Preference Service whose address is FREEPOST 29 LON20771, London W1E 0ZT. Alternatively they may be contacted by telephone on 0845 703 4599, via their website at www.mpsonline.org.uk or by email addressed to mps@dma.org.uk.

Shareholders are advised to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports. These are typically from overseas based ‘brokers’ who target UK shareholders, offering to sell them what are often worthless or high risk shares in US or UK investments. If you receive any unsolicited investment advice:

  • make sure you obtain the correct name of the person and organisation;
  • check that they are properly authorised by the Financial Services Authority by consulting the FSA register of regulated firms at www. moneymadeclear.fsa.gov.uk. If you deal with an unauthorised firm you would not be eligible to receive payment under the Financial Services Compensation Scheme; and
  • report any suspicions to the FSA by calling 0845 606 1234.

Shareholder analysis

Holdings of ordinary shares at 31 December 2008:

  Shareholders Shares
  Number % Number (million) %
Holdings        
1–500 8,494 31.7 1.9 0.3
501–1,000 5,380 20.1 4.1 0.6
1,001–5,000 10,435 38.9 23.6 3.4
5,001–50,000 2,004 7.5 22.8 3.2
50,001–100,000 84 0.3 6.2 0.9
100,001–500,000 230 0.9 58.2 8.2
500,001–1,000,000 59 0.2 39.7 5.6
above 1,000,000 116 0.4 549.0 77.8
  26,802 100 705.5 100
Shareholder type        
Individuals 22,889 85.4 38.9 5.5
Institutions 3,519 13.1 655.4 92.9
Other corporates 394 1.5 11.2 1.6
  26,802 100 705.5 100
In addition, GKN held 38.3 million shares in treasury as at 31 December 2008.

Taxation

Market values of GKN shares, ‘B’ shares (issued and redeemed under the return of capital in 2000) and shares in Brambles Industries plc (issued in connection with the demerger of GKN’s Industrial Services businesses in 2001) for capital gains tax (CGT) purposes are as follows:

First day of trading market values(a)

 GKN shares‘B’ sharesBrambles shares
30 May 2000(b)914.5p11.7p
 (98.736774%)(1.263226%) 
7 August 2001(c) 282.5p360.375p
 (43.943224%)  (56.056776%)

1965/1982 market values

 GKN shares unadjusted for ‘B’ shares or demerger(d)GKN shares adjusted for ‘B’ shares but not demerger(e)GKN shares adjusted for ‘B’ shares and demerger(e)B’ shares(e)Brambles shares(e)
6 April 1965116.175p114.707p50.406p1.468p64.301p
31 March 1982104.870p103.545p45.501p1.325p58.044p

(a) The stated market values are used to allocate the base cost of GKN shares, on the basis of the relative percentages specified, between GKN shares and ‘B’ shares and between GKN shares and Brambles shares in calculating any CGT liability under the ‘B’ share return of capital and the Industrial Services businesses demerger arrangements. Worked examples and guides to the general tax position of United Kingdom shareholders under these arrangements are given in the circulars dated 20 April 2000 and 22 June 2001 respectively, copies of which are available on GKN’s website and on request from the Company.

(b) Being the first day of trading of the ‘B’ shares.

(c) Being the first day of trading of the Brambles shares. From this date, the market price of GKN shares reduced to reflect the value of the businesses demerged into the Brambles Group.

(d) Adjusted for subsequent rights and capitalisation issues (prior to the issue of the ‘B’ shares on 30 May 2000) and the two for one GKN share split in May 1998.

(e) If the GKN shares in respect of which the ‘B’ shares/Brambles shares were issued were held by you on 6 April 1965 or 31 March 1982, you will be deemed to have also held the ‘B’ shares/Brambles shares on such date. In such cases, the 1965/1982 market values (adjusted as described in note (d)) are apportioned between GKN shares and ‘B’ shares and, if you also received Brambles shares, between GKN shares and Brambles shares using the relative percentages specified above in respect of the first day of trading market values. The apportioned market values are shown in the table.

Note: Following the unification of Brambles’ dual listed companies structure and with effect from 24 November 2006, outstanding Brambles Industries plc shares were exchanged for the same number of shares in Brambles Ltd (Australia). Brambles Ltd shares are traded on the London Stock Exchange as Brambles Ltd Crest Depositary Interests (CDIs).

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