Offer Document Posted

Melrose PLC
29 November 2004


29 November 2004

For immediate release

Not for release or publication in or into the United States, Canada, Japan or
Australia


                  Offer for Novar plc - Offer document posted

Melrose PLC announces that an Offer Document and AIM Admission Document relating
to the offers for the entire issued and to be issued ordinary and preference
share capital of Novar announced by N M Rothschild & Sons Limited on behalf of
Melrose PLC are being posted to Novar Shareholders today. The text of a letter
from Christopher Miller, the Chairman of Melrose, contained in Part 1 of the
Offer Document is set out below.

"On 11 November 2004, the Melrose Board announced the terms of Offers for the
ordinary and preference share capital of your company, full details of which are
set out in this document.

In summary, these Offers are:

one New Melrose Ordinary Share and 45 pence in cash for each Novar Ordinary
Share

one New Melrose Preference Share for each Novar Preference Share

At the current market price of Melrose Ordinary Shares, the Melrose Offer values
a Novar Ordinary Share at 172.5 pence (a 39 per cent. premium to the pre-bid
Novar Ordinary Share price).

Our Ordinary Offer gives you the ability to choose between the existing Novar
management team and the Melrose management team. It allows you to exchange your
ordinary shares for shares in Melrose plus over one-third of the pre-bid value
of your Novar Shares in cash. Novar Shareholders will retain control of the
Enlarged Group and will, therefore, enjoy the majority of our intended
improvement in shareholder value.

Melrose intends to preserve the aggregate amount of ordinary dividend paid by
Novar which, combined with income from the cash component of the Ordinary Offer,
will mean that the total income from your investment would continue at a high
level. Consistent with this, we intend to procure that next June Novar will pay
a 2004 final dividend of 6.60 pence per ordinary share to Novar Ordinary
Shareholders who have accepted the Ordinary Offer prior to the ex-dividend date
(which will be shortly after the date on which the Ordinary Offer becomes or is
declared unconditional in all respects) or who are otherwise on the register of
members at the record date.

In addition, we are giving you the opportunity to elect for a greater proportion
of shares or cash to the extent that elections made by other shareholders offset
your requirements. You should note that we are not using debt facilities to
finance our Offers.

Further details of our Offers are set out in the letter from Rothschild
contained in Part 2 of this document.

The management of Melrose is drawn substantially from the management of Wassall
where shareholders enjoyed an 18 per cent. compound annual return on their
investment over the 12 years of our stewardship. As part of our fund-raising for
this transaction, we have raised £232 million in cash from leading institutions
through an underwritten share placing. This support is a powerful endorsement of
the merits of the proposal we are making to you.

In this document, we set out the poor historic financial and management
performance of your company and your board's record of shareholder value
destruction. We believe it is difficult for you to have any confidence that your
board will, in the future, produce returns any better than their dismal record
to date. Over the last five years, despite your board having spent more on
acquisitions than the current market value of Novar, profits have declined.

Your board has recently announced that the Chief Executive during this time,
Jurgen Hintz, has stepped down and been replaced by Stephen Howard, who has been
a non-executive director of Novar for the last four years. For most of this
time, Mr Howard was Chief Executive of Cookson Group plc where he presided over
an even greater destruction of shareholder value than that seen at Novar. We do
not believe that your board saw fit to consult shareholders properly or to run
an appropriate selection process before making this appointment. We believe that
the Melrose management team offers a much better alternative for you.

We suspect that your board, recognising that we have the better management track
record and offer more potential, may propose to break up your company hurriedly
for cash in an attempt to frustrate our Offers.

We do not believe this would be in your best interests because:

   • A hasty forced sale process will not maximise value

   • Your businesses have been poorly managed for years and, therefore, any
     sale would be based on deflated earnings

   • Certain of the businesses are at the wrong point in their business cycle
     for a sale which would reflect their full worth. For example, first half
     2004 operating margins in IBS Security and Control Systems have fallen by
     more than one-third from last year's level and IBS Datacoms & Electrical
     Accessories has been barely profitable for over two years

   • The current US dollar/sterling exchange rate is near a ten-year low

Our plan is:

   • To improve and integrate existing businesses

   • To cease value destructive acquisitions

   • To create, realise and return value to shareholders at the appropriate
     time

We do not believe that a hasty sale of underperforming businesses will match the
value that could be created over time through our approach. Our record at
Wassall in achieving operational improvement and outstanding value on eventual
realisation is set out in this document and speaks for itself.

Nearly four years ago, your board resisted a shareholder attempt to compel them
to focus on one business and sell the remainder with the words ''(this would)
destroy shareholder value by requiring your company to make a forced sale of the
majority of its business''. This was at a time when the Novar businesses were
performing significantly better than now and the US dollar/sterling exchange
rate was much stronger.

Your board has already destroyed a great deal of value simply through the poor
running of your business. Do not let them destroy even more through a hurried
break up plan that does not serve your best interests, simply for the sake of
trying to frustrate our Offers.

During our time at Wassall, we created nearly £500 million of value for
shareholders. We are confident that we can create value for you as a shareholder
in Melrose and urge you to accept our Offers."

Enquiries:

M:Communications:
Nick Miles                      020 7153 1535
Nick Fox                        020 7153 1540
Tom Hampson                     020 7153 1522

N M Rothschild & Sons Limited:
Philip Swatman                  020 7280 5000
Meyrick Cox                     020 7280 5000
Ravi Gupta                      020 7280 5000

Investec:
Keith Anderson                  020 7597 5000
Rupert Krefting                 020 7597 5000

Rothschild, which is regulated and authorised in the United Kingdom by the
Financial Services Authority, is acting only for Melrose and no-one else in
connection with the Offers and Admission and will not regard any other person as
its client or be responsible to any person other than Melrose for providing the
protections afforded to clients of Rothschild, or for providing advice in
relation to the Offers, Admission or the contents of this announcement.

Investec, which is regulated and authorised in the United Kingdom by the
Financial Services Authority, is acting only for Melrose and no-one else in
connection with the Offers and Admission and will not regard any other person as
its client or be responsible to any person other than Melrose for providing the
protections afforded to clients of Investec, or for providing advice in relation
to the Offers, Admission or the contents of this announcement.

The Offers are not being made, directly or indirectly, in or into or by use of
the mails of, or by any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, the United States, Canada, Australia or Japan and
the Offers are not capable of acceptance by any such use, means or
instrumentality or otherwise from within the United States, Canada, Australia,
Japan or any Restricted Jurisdiction. Accordingly, copies of the Offer Document,
the Admission Document, the Form(s) of Acceptance and any related documents are
not being (unless determined otherwise by Melrose in its sole discretion), and
must not be, mailed or otherwise distributed or sent in, into or from the United
States, Canada, Australia, Japan or any Restricted Jurisdiction including to
Novar Shareholders or participants in the Novar Employee Share Schemes with
registered addresses in the United States, Canada, Australia, Japan or any
Restricted Jurisdiction or to persons whom Melrose, Rothschild or Investec know
to be custodians, trustees or nominees holding Novar Shares for persons with
registered addresses in the United States, Canada, Australia or Japan. Persons
receiving those documents (including, without limitation, custodians, nominees
and trustees) should not distribute, mail or send them in, into or from the
United States, Canada, Australia, Japan or any Restricted Jurisdiction or use
such mails or any such means, instrumentality or facility for any purpose
directly or indirectly in connection with the Offers, and so doing may
invalidate any purported acceptance of the Offers.

Neither the New Melrose Ordinary Shares nor the New Melrose Preference Shares
have been, nor will they be, registered under the US Securities Act or under the
securities laws of any state, district or other jurisdiction of the United
States, or of Canada, Australia, Japan or any other jurisdiction or any other
jurisdiction and no regulatory clearances in respect of the New Melrose Ordinary
Shares and the New Melrose Preference Shares have been, or will be, applied for
in any jurisdiction other than in the UK. Accordingly, unless an exemption under
the US Securities Act or other relevant securities laws is applicable, the New
Melrose Ordinary Shares and New Melrose Preference Shares are not being, and may
not be, offered, sold, resold, delivered or distributed, directly or indirectly,
in or into the United States, Canada, Australia, Japan or any Restricted
Jurisdiction or to, or for the account or benefit of, any US Person or person
resident in Canada, Australia, Japan or any Restricted Jurisdiction.

Terms defined in the offer document shall have the same meaning in this
announcement.

Sources and bases of information:

Save as otherwise stated, the following constitute the sources and bases of
certain information referred to in this announcement:

1. The financial information relating to Novar has been extracted from its 
audited annual accounts for the relevant periods and the interim unaudited 
financial statements for the relevant periods as published by Novar, all 
of which are prepared under the historic cost convention, as modified
by the revaluation of certain fixed assets, and in accordance with UK GAAP.

2. Save as provided hereafter or otherwise stated, all share prices 
quoted are closing prices, taken from Datastream, which have been adjusted 
for subsequent capital actions. The closing price for a Novar Ordinary
Share for 3 November 2004 has been derived from the Daily Official List.

3. The reference to the current Melrose share price of 127.5 pence refers 
to the share price of Melrose Ordinary Shares on 26 November 2004
(being the last business day prior to the date of this document)

4. The reference to a bid premium of 39 per cent. is based on the Melrose 
Ordinary Share price on 26 November 2004 (being the last business day 
prior to the date of this announcement) and is calculated by comparison to
the closing price of 123.75 pence per Novar Ordinary Share on 3 November 2004
(being the last business day prior to the commencement of the Offer Period).

5. The reference to the compound shareholder return of over 18 per cent. 
per annum over a 12 year period in respect of Wassall PLC refers to the 
period from 16 September 1988 (being the date that members of the Melrose
Board were appointed to the board of Wassall PLC) to 14 April 2000 (being the
date that members of the Melrose Board resigned from the board of Wassall PLC)
and is based on the Total Return Index for Wassall, taken from Datastream, for
these dates.

6. The reference to the fall in first half 2004 operating margins in IBS 
Security and Control Systems is based on the operating margin for the six 
month period ended 30 June 2003 and the operating margin for the six month 
period ended 30 June 2004.

7. The statement referring to the Novar board's comment on break-up strategy
stating that such a strategy would: "destroy shareholder value by requiring 
your company to make a forced sale of the majority of its business" has been 
taken from a quote from Sir Graham Hearne CBE contained in the circular to 
Novar Shareholders dated 28 December 2000.




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