Results of open offer

RNS Number : 2478V

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")

Result of Placing and Open Offer

On 22 April 2008, Melrose announced details of a proposed Placing of 100,248,772 Firm Placed Shares and an Open Offer of 100,248,772 Open Offer Shares at 145 pence per New Melrose Share. The Open Offer Shares were placed with institutional investors subject to clawback by Qualifying Melrose Shareholders. The proceeds from the Placing and the Open Offer will be used to finance the cash consideration payable to FKI Shareholders under the terms of the Acquisition.

The Open Offer has now closed in accordance with its terms, as amended on 8 May 2008. The Board of Melrose announces that 86,540,401 Open Offer Shares in aggregate will be subscribed for by Qualifying Melrose Shareholders under the Open Offer. This represents approximately 86.3 per cent. of the Open Offer Shares offered pursuant to the Open Offer.

As a result of the applications received under the Open Offer, 13,708,371 Open Offer Shares, representing approximately 13.7 per cent. of the New Melrose Shares placed subject to clawback, have been allocated to the institutional investors with whom they had been conditionally placed.

The Placing and the Open Offer remain conditional upon the Scheme becoming effective and upon Admission. The Scheme remains conditional, inter alia, upon passing of Resolution 1 at the Melrose Extraordinary General Meeting to be held today at 11.00 a.m.

The final time and date for receipt of Forms of Proxy in relation to the Melrose Extraordinary General Meeting was 11.00 a.m. on 25 May 2008. Completion and return of a Form of Proxy does not preclude Melrose Shareholders from attending and voting in person at the Extraordinary General Meeting.

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

Melrose Extraordinary General Meeting	11.00 a.m. 27 May 2008
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

Pursuant to the Open Offer, the following directors and senior managers of Melrose will subscribe for Open Offer Shares on the terms of the Open Offer in the amounts indicated below:

Individual1	Position	Shares
Christopher Miller	Executive Chairman	1,000,0002
David Roper	Chief Executive	344,828
Simon Peckham,	Chief Operating Officer	207,000
Geoffrey Martin	Group Finance Director	100,000
Miles Templeman	Non executive Director	45,000
Perry Crosthwaite	Non executive Director	56,250
Alistair Peart	Senior Manager	260,415
Jim Slattery	Senior Manager	1,875

1 Certain of the Open Offer Shares indicated above will be subscribed for through the relevant director's or senior manager's self invested personal pension.

2750,000 will be subscribed for through Harris & Sheldon Investments Limited (a company which is connected with Christopher Miller within the meaning of the 2006 Act)

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.

 

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