Revised Increased Proposal

RNS Number : 3964K

Melrose PLC

14 July 2011

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION  

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE CODE.

14 July 2011  

Melrose PLC

("Melrose")

Revised increased proposal for Charter International plc ("Charter")

Further to Charter's announcement and press speculation, the Board of Melrose confirms that on 11 July 2011 it made a revised increased proposal to the Board of Charter at a value of 840 pence for each Charter share, a premium of 40% over Charter's closing share price on the day prior to our original approach.

The majority of the revised offer would be satisfied by the issue of Melrose ordinary shares with the balance paid in cash. Melrose would include a "mix and match" election within its proposed offer structure, allowing Charter shareholders to elect for more cash or more equity consideration, depending on their and other shareholders' elections. Melrose's revised proposal assumes that Charter does not declare or pay any future dividends.

The announcement of an offer for Charter by Melrose is subject to completion of focused due diligence and satisfaction of other customary pre-conditions including the recommendation of the Charter Board.

The Board of Melrose believes its approach is in the best interests of Charter shareholders as it delivers a proven management team with a demonstrable track record in creating value for shareholders along with an immediate 40% premium. Melrose has requested the cooperation of the Board of Charter and looks forward to their prompt response.

Melrose reserves the right to waive any pre-condition to the making of an offer. There can be no certainty any offer will be made even if the pre-conditions are satisfied or waived.

Pursuant to Rule 2.4(c) of the Code, Melrose reserves the right to vary the form and/or mix of the consideration and, with the recommendation or consent of the Board of Charter, to make an offer for Charter at a lower value. In the event Charter announces, declares or pays a dividend or other distribution to shareholders Melrose reserves the right to make an equivalent reduction in the value of Melrose's offer. Further details of the "mix and match" election and any restrictions applying to it will be set out in any formal offer which is announced.

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Enquiries:  

M:Communications  

Nick Miles                                 [phone]

Ann-marie Wilkinson

Andrew Benbow  

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

A copy of this announcement will be available at www.melroseplc.net.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Dealing Disclosure Requirements  

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of

the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

 

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