Proposed Secondary Placing

RNS Number : 1930B

Melrose PLC

12 April 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

12 April 2012

MELROSE PLC

("MELROSE" OR "THE COMPANY")

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN MELROSE PLC

The Board of Melrose announces that it has been advised by Investec Bank (UK) Limited ("Investec") that, as instructed by several Directors and employees of Melrose set out below ("the Vendors"), Investec intends to sell up to 17.0 million existing ordinary shares in the Company ("the Placing Shares") on behalf of the Vendors via an accelerated bookbuild placing ("the Placing"). This represents in aggregate approximately 4.0 per cent of the issued capital of Melrose comprising 422,209,012 ordinary shares.

The Placing Shares are a portion of those new ordinary shares which arose on the crystallisation of the Melrose incentive plan ("New Ordinary Shares") which was approved yesterday by shareholders in a General Meeting of the Company. The shares are being sold to make adequate provision for any tax liability which may arise in connection with the crystallisation of the Melrose incentive plan. If all the Placing Shares are sold in the Placing, the executive directors of Melrose have no current intention to sell any of the remainder of the shares which they received following crystallisation of the Melrose incentive scheme. Details of the expected Placing Shares to be disposed of by the Vendors are as follows:

		Resultant shareholding assuming all Placing Shares are sold
Director/employee	Maximum number of Placing Shares	Shares	%
Christopher Miller	4,000,000	8,080,019(1)	1.9
David Roper	4,200,000	5,575,670	1.3
Simon Peckham	3,749,756	5,621,880	1.3
Geoffrey Martin	2,577,957	2,768,336	0.7
Other employees	2,442,029	n/a	n/a
Total	16,969,742

(1) The interest of Christopher Miller includes 2,160,714 ordinary shares held by Harris & Sheldon Investments Limited, a company which is connected with Christopher Miller within the meaning of section 252 of the Companies Act 2006.

The Placing will be managed by Investec, acting as sole Bookrunner. The amount of the Placing proceeds, the number of ordinary shares in the Placing ("Placing Shares") and the placing price will be decided at the close of the accelerated bookbuilding period.

The books for the Placing will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of the sole Bookrunner.

-ends-

Enquiries:

Investec                                  [phone]

Keith Anderson

Chris Baird

M:Communications               [phone]

Nick Miles

Ann-marie Wilkinson

Andrew Benbow

Investec is acting on the Placing and will not be responsible to anyone other than its clients for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement, or any transaction or arrangement referred to herein.

This announcement is for information purposes only and does not constitute or form part of an offer or invitation to acquire or dispose of any securities of Melrose, or constitute a solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including the United States, Canada, Australia or Japan. Melrose's shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States and may not be offered or sold in the United States absent registration or an exemption from registration.

Melrose's shares may not, directly or indirectly, be offered or sold within the United States, Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan. No public offering of securities is being made in the United States.

This announcement is not for publication or distribution to persons in the United States of America, its territories or possessions or to any US person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to Canadian persons or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities law. The distribution of this announcement in certain other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement and any offer of securities to which it relates are only addressed to and directed at persons who are (1) qualified investors within the meaning of directive 2003/71/ec and any relevant implementing measures (the prospectus directive) and (2) who have professional experience in matters relating to investments who fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or are persons falling within article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order (all such persons together being referred to as "relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

 

END

 

 

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