Return of Capital - Results of Elections

RNS Number : 1726A

Melrose Industries PLC

17 February 2014

MELROSE INDUSTRIES PLC ("MELROSE" or the "COMPANY")

Following the approval by Shareholders of the Return of Capital and certain related matters at the general meeting on 7 February 2014, Melrose wishes to provide an update in respect of the results of the elections in relation to the Share Alternatives.

The Return of Capital provided Shareholders with three alternatives in relation to their B/C Share Entitlement. The results of the elections or, as the case may be, deemed elections are:

• Alternative 1 (Income Option) - in respect of 757,503,886 'Existing Ordinary Shares' (59.80%);

• Alternative 2 (Immediate Capital Option) - in respect of 493,363,270 'Existing Ordinary Shares' (38.95%); and

• Alternative 3 (Deferred Capital Option) - in respect of 15,759,880 'Existing Ordinary Shares' (1.24%).

For the Share Alternatives set out above, 757,503,886 'C Shares' of 0.00001 pence each and 509,123,150 'B Shares' of 47 pence each have been allotted and issued today.

The C Share Dividend has today become due and payable and all 'C Shares' allotted and issued (being 757,503,886 'C Shares') have today been automatically converted into 'C Deferred Shares'.

All 'B Shares' in respect of which Immediate Capital Option elections have been received (being 493,363,270 'B Shares') have today been redeemed by Melrose.

Melrose expects settlement of the C Share Dividend and the Initial Redemption and cheques to be despatched or bank/CREST accounts to be credited (as appropriate) on 28 February 2014.

In accordance with Disclosure and Transparency Rules 5.6.1 and 5.6.1A, Melrose would also like to notify the market that the share capital of Melrose now consists of:

· 1,071,761,339 'Ordinary Shares' of 13/110 pence each with voting rights;

· 15,759,880 'B Shares' of 47 pence each with limited voting rights; and

· 757,503,886 'C Deferred Shares' of 0.00001 pence each with no voting rights.

Melrose holds no 'Ordinary Shares' in Treasury.

Therefore, the total number of voting rights in Melrose as at 17 February 2014 is 1,071,761,339.

The above figure (1,071,761,339) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Melrose under the FCA's Disclosure and Transparency Rules.

Further details of the Return of Capital are contained in the circular to shareholders dated 21 January 2014 (the "Circular"). Capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular.

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