Result of EGM

RNS Number : 2897V

Melrose PLC

27 May 2008

 



The following announcement is an advertisement and not a prospectus and investors should not subscribe for any Melrose PLC shares except on the basis of information in the prospectus published by Melrose PLC on 1 May 2008.

Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

27 May 2008

Melrose PLC ("Melrose")

Results of Extraordinary General Meeting ("EGM")

Melrose is pleased to announce that all the resolutions proposed at the EGM today were passed unanimously. Further details of the proposed resolutions, which include a resolution relating to the proposed Acquisition of FKI and the Placing and Open Offer, were set out in a circular to shareholders of Melrose published on 1 May 2008.

The Company has forwarded two copies of the resolutions passed at the EGM to the Document Viewing Facility of the UK Listing Authority, where they will shortly be available for viewing at the following address:

Document Viewing Facility

UK Listing Authority

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London

E14 5HS

Tel. [phone]

The full text of the resolutions can also be viewed on the Company's website, www.melroseplc.net.

The Placing and the Open Offer remain conditional upon the Scheme becoming effective and upon Admission. The Scheme remains conditional, inter alia, upon approval by the Scheme Shareholders and by the Court.

Set out below is an expected timetable of principal events in relation to the Placing and Open Offer and the Acquisition.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Scheme Meeting	12.00 p.m. 28 May 2008
FKI Extraordinary General Meeting	12.15 p.m. 28 May 2008
First Court hearing to sanction the Scheme	27 June 2008
Second Court hearing to confirm the Capital Reduction	30 June 2008
Effective Date of the Scheme	1 July 20081
De-listing of FKI Shares	8.00 a.m. 1 July 20081
Issue of New Melrose Shares	1 July 20081
Admission to trading and commencement of dealings on the London Stock Exchange of New Melrose Shares	8.00 a.m. 1 July 20081
Latest date for dispatch of share certificates in respect of Consideration Shares and settlement of cash consideration pursuant to the Acquisition	15 July 20081

1 These dates are indicative only and will depend, amongst other things, on the date upon which the Court sanctions the Scheme and confirms the Capital Reduction

This announcement should be read in conjunction with the full text of the Prospectus and the Circular published by Melrose on 1 May 2008 in relation to the recommended Acquisition of FKI (together the "Documents"). Copies of the Documents are available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. In addition, copies of the Documents are available for inspection during normal business hours on Monday to Friday of each week (public holidays excepted) at Melrose PLC, Precision House, Arden Road, Alcester, Warwickshire B49 6HN and at Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ up to and including the date of Admission and have also been published at www.melroseplc.net.

Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Documents.

Enquiries:

JPMorgan Cazenove (joint financial advisor and joint corporate broker to Melrose)

Mark Preston    [phone]

Julia Thomas    [phone]

Dresdner Kleinwort (joint financial advisor to Melrose)

David Smith    [phone]

Investec (joint corporate broker to Melrose)

Keith Anderson      [phone]

M:Communications (PR advisor to Melrose)

James Hill    [phone]

Nick Miles    [phone]

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is for information only and does not constitute an offer or invitation to acquire or dispose of the New Melrose Shares or the Consideration Shares in the United States. The New Melrose Shares and the Consideration Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States (as such term is defined in Regulation S under the US Securities Act), and accordingly, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the US Securities Act. There will be no public offer of the New Melrose Shares or the Consideration Shares in the United States. It is expected that the Consideration Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. The New Melrose Shares are being offered and sold outside the United States in accordance with Regulation S under the US Securities Act.

JPMorgan Cazenove is acting for Melrose and no one else in connection with the Acquisition, the Placing and the Open Offer and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of JPMorgan Cazenove nor for giving advice in relation to the Acquisition, the Placing and the Open Offer or any matter or arrangement referred to in the following announcement.

Dresdner Kleinwort is acting for Melrose and no one else in connection with the Acquisition and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of Dresdner Kleinwort nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in the following announcement.

Investec is acting for Melrose and no one else in connection with the Placing and the Open Offer and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of Investec nor for giving advice in relation to the Placing and the Open Offer or any matter or arrangement referred to in the following announcement.

The release, publication or distribution of the following announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

 

END

 

 

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