Further re FKI Acquisition an
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.
12 May 2008
Melrose PLC ("Melrose")
Recommended Acquisition of FKI plc ("FKI")
Melrose announces that it has sent the following letter to shareholders regarding the Open Offer and the Melrose EGM which will be held on 27 May 2008:
9 May 2008
To Melrose Shareholders (and, for information only, to holders of 2007 Incentive Shares)
Dear Shareholder,
ACQUISITION OF FKI PLC AND OPEN OFFER TO SHAREHOLDERS
On 1 May 2008, we posted to Melrose Shareholders a Prospectus, Circular and ancillary documents relating to Melrose's proposed acquisition of the entire issued and to be issued ordinary share capital of FKI not already held by Melrose. The documents also included details of the Open Offer being made by Melrose to Qualifying Melrose Shareholders. Capitalised terms used but not defined in this letter have the meanings given to them in the Prospectus and Circular.
Although the documents were posted on Thursday 1 May 2008 and a posting certificate obtained from the Post Office, we have become aware that some shareholders received their documents late due to a failure by the Post Office to process the documents in a timely manner. As a result of this delay, some shareholders would have a restricted time period in which they could apply to subscribe for shares under the Open Offer.
The Melrose Board has therefore decided to accept (in the case of Qualifying Melrose Shareholders holding their Melrose Shares in certificated form) Application Forms that are received, or (in the case of Qualifying Melrose Shareholders holding their Melrose Shares in uncertificated form) USE instructions complying with the requirements as to authentication and contents set out in the Prospectus which settle, in either case by no
later than 11.00 a.m. on 23 May 2008 rather than 11.00 a.m on 16 May 2008. A revised timetable of principal events relating to the Open Offer is set out overleaf. Other than the amendment of dates in accordance with this revised timetable, the terms and conditions of the Open Offer set out in Part XI of the Prospectus remain unchanged.
The extraordinary general meeting of Melrose Shareholders will be held on 27 May 2008, in accordance with the notice set out in the Circular. Although we are satisfied that the EGM has been properly convened in accordance with the Company's Articles of Association, we are reconvening the meeting in accordance with the Company's current Articles of Association. The new notice of meeting is enclosed. The results of the Open Offer are also now expected to be announced on 27 May 2008.
For your convenience, we have also enclosed with this letter an additional Form of Proxy for the Melrose EGM to replace the one sent to you last week and (in the case of Qualifying Melrose Shareholders holding their Melrose Shares in certificated form) an additional Application Form. Any Forms of Proxy or Application Forms sent to Melrose Shareholders on 1 May 2008 and already returned to the Registrar will be treated as valid. If the Registrars receive from any Melrose Shareholder both the original and the replacement copies of either the Form of Proxy or the Application Form, they will treat the copies marked
"replacement" as valid and disregard the copies originally circulated.
If you have not yet received your copies of the Prospectus and Circular, they are available on Melrose's website: www.melroseplc.net. Alternatively, if you would like to receive duplicate paper copies, please contact the Registrars, Equiniti (Telephone 0871 384 2988 or, if calling from overseas, +44 121 415 0277. Calls to this number are charged at 8 pence per minute from a BT landline. Other telephony provider costs may vary).
Yours faithfully
Christopher Miller
Executive Chairman
REVISED EXPECTED TIMETABLE OF PRINCIPAL EVENTS
RELATING TO THE OPEN OFFER
|
Open Offer Record Date |
6.00 p.m. on 21 April 2008 * |
|
Ex-entitlement date for the Open Offer |
22 April 2008 * |
|
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST |
2 May 2008 * |
|
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST |
4.30 p.m. on 16 May 2008 |
|
Latest time for depositing Open Offer Entitlements into CREST |
3.00 p.m. on 20 May 2008 |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 21 May 2008 |
|
Latest time and date for receipt of completed Application Forms and payment in full or settlement of relevant CREST instructions under the Open Offer |
11.00 a.m. on 23 May 2008 |
* These dates have not been changed.
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:
Melrose
Christopher Miller +44 (0) 20 7766 7670
David Roper +44 (0) 20 7766 7670
Simon Peckham +44 (0) 20 7766 7670
Geoffrey Martin +44 (0) 20 7766 7670
JPMorgan Cazenove (joint financial advisor and joint corporate broker to Melrose)
Mark Preston +44 (0) 20 7588 2828
Laurence Hollingworth +44 (0) 20 7588 2828
Dresdner Kleinwort (joint financial advisor to Melrose)
David Smith +44 (0) 20 7623 8000
Investec (joint corporate broker to Melrose)
Keith Anderson +44 (0) 20 7597 5970
M:Communications (PR advisor to Melrose)
James Hill +44 (0) 20 7153 1559
Nick Miles +44 (0) 20 7153 1535
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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