Statement re Possible Offer
Melrose PLC
05 March 2008
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
5 March 2008
Melrose Plc ("Melrose") - Statement re possible offer for FKI plc ("FKI")
Melrose notes the announcement by FKI earlier today and confirms that it may,
subject to the pre-conditions set out below, make an offer for the entire issued
and to be issued share capital of FKI on the following basis (the "Proposed
Offer"):
for each FKI share: 40 pence in cash
0.277 of a new Melrose Share
FKI shareholders will also be entitled to receive the dividend of 3 pence per
FKI share in respect of the year ending 31 March 2008 as referred to in the
announcement from the Board of FKI earlier today.
A mix and match facility would be made available under which FKI shareholders
would be entitled, subject to availability, to vary the proportion of Melrose
shares and cash they would receive under the Proposed Offer.
The making of the Proposed Offer is subject to the following non-waivable
pre-conditions: (i) finalisation of debt and equity financing documentation;
(ii) the final FKI dividend with respect to the financial year ending 31 March
2008 not exceeding 3 pence per FKI share as announced by FKI earlier today;
(iii) completion of due diligence satisfactory to the Board of Melrose; and (iv)
final approval by the Melrose board.
It is currently envisaged that the cash element of the Proposed Offer will be
financed by the issue of new Melrose ordinary shares.
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the Code and there can be no certainty that any
offer will be made even if the pre-conditions are satisfied.
Pursuant to Rule 2.4(c) of the Code, with the recommendation of the FKI Board,
Melrose may reduce the cash payable for and/or the fraction of a new Melrose
share to be issued for each FKI share.
Enquiries:
M:Communications
James Hill +44 (0) 207153 1559
Nick Miles +44 (0) 207153 1535
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.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Melrose or of FKI, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3:30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Melrose or FKI, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Melrose or FKI by Melrose or FKI, or by any of their respective
"associates", must be disclosed by no later than 12:00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
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