5th Mar 2008 07:01
FKI PLC05 March 2008 FKI plc ("FKI" or the "Company") Further to the announcement made on 1 February 2008 by FKI, the Company confirmsthat it has received a revised indicative offer from Melrose PLC ("Melrose"). Onthe basis of this revised indicative offer, the Company has granted Melrose duediligence access and will update the market in due course as appropriate. This revised indicative offer comprises 43p in cash (which includes a specialdividend of 3p per share in lieu of the final dividend that FKI shareholderswould have otherwise received in October 2008) and 0.277 of a new Melrose shareper one FKI share. This would value each FKI share at approximately 85p, basedon Melrose's closing share price of 152p on 4 March 2008. The Board of FKI confirms this announcement has been made with the consent ofMelrose, however there is no certainty that a formal offer will be made for theCompany. Pursuant to Rule 2.4(c) of the Code, with the recommendation of the FKIBoard, Melrose may reduce the cash payable for and / or the fraction of a newMelrose share to be issued for each FKI share. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of the offeror or of FKI, all "dealings" inany "relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of the offeror or FKI, they will be deemedto be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of the offeror or of FKI by the offeror or FKI, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/new/. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto 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 ExchangeRelated Shares:
Melrose