Results of General Meeting

RNS Number : 7291H

Melrose PLC

16 July 2012

 



NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION (THE "EXCLUDED TERRITORIES"). 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND VIA THE NATIONAL STORAGE MECHANISM AND ON THE COMPANY'S WEBSITE.  THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY EXCLUDED TERRITORY.

16 July 2012 

MELROSE PLC

RESULTS OF GENERAL MEETING

The Board of Melrose PLC ("Melrose" or "the Company") is pleased to announce that at today's Melrose General Meeting all resolutions regarding the proposed recommended acquisition of Elster Group SE and the associated Rights Issue were passed.

Accordingly, Qualifying non-CREST Shareholders (subject to certain exceptions) will be sent Provisional Allotment Letters today, and Qualifying CREST Shareholders (subject to certain exceptions) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 17 July 2012.

Applications have been made to the UKLA for 844,418,024 New Melrose Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Melrose Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission will become effective and dealings (for normal settlement) in the New Melrose Shares will commence, nil paid, at 8.00 a.m. on 17 July 2012.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 am on 31 July 2012.

Copies of the resolutions have been submitted to the National Storage Mechanism in accordance with rule 9.6.2 of the UK Listing Rules and will be available for inspection at www.hemscott.com/nsm.do.

Details of the proxy votes received will shortly be available on the Melrose website.

Capitalised terms not defined herein, are defined in Part VII of the circular to Melrose shareholders dated 29 June 2012.

Enquiries:

M: Communications (PR Adviser to Melrose)               

[phone]

Nick Miles

Ann-Marie Wilkinson

Andrew Benbow

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States or any other Excluded Territory. This announcement does not, and is not intended to, constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States or any other Excluded Territory. None of the securities referred to in this announcement have been or will be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any other relevant federal securities laws or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, in or into the United States at any time without registration or an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with state securities laws.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in Melrose PLC or any other entity. Any such offer will be made solely by means of the Prospectus and any supplement or amendment thereto and any acquisition of securities in Melrose PLC should be made solely on the basis of the information contained in the Prospectus. The Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

This announcement is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any Elster Shares or Elster ADSs.  On the commencement date of the tender offer, an offer to purchase, letters of transmittal and related documents were filed with the United States Securities and Exchange Commission ("SEC").  The solicitation of offers to buy Elster Shares and/or Elster ADSs is only made pursuant to the offer to purchase, the letters of transmittal and related documents. Elster securityholders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement which have been filed by Elster regarding the tender offer as they contain important information.  Elster securityholders may obtain free copies of these statements (and other documents filed with respect to the tender offer) at the SEC's website at www.sec.gov.  In addition, copies of the tender offer statement and related materials may be obtained for free by directing such requests to the information agent for the tender offer.  The solicitation/recommendation statement and related documents may be obtained by directing such requests to Elster.

This announcement has been prepared in accordance with English law, the Listing Rules and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Melrose's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect", "will", "shall", "may", "aim", "predict", "should", "continue" and words of similar meaning and/or other similar expressions that are predictions of or indicate future events and/or future trends, reflect the directors' beliefs and expectations at the date of this announcement and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, Melrose assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of Melrose or Elster for the current or future financial years will necessarily match or exceed the historical or published earnings of Melrose or Elster.

The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Melrose Shares, the Provisional Allotment Letters and the Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any state, or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Melrose Shares, the Provisional Allotment Letters and the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Melrose Shares, the Provisional Allotment Letters and the Shares have not been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of any securities of the Company in the United States.

 

END

 

 

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