Pricing

18 January 2011

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

Meggitt PLC ("Meggitt" or the "Company") announces the successful placing of 69,800,000 new ordinary shares at a placing price of 359 pence per share

Meggitt announces the completion of the placing announced earlier today (the "Placing"). A total of 69,800,000 new ordinary shares (the "Placing Shares") in the Company have been placed at a price of 359 pence per Placing Share (the "Placing Price"). Based on the Placing Price, the gross proceeds of the Placing will be £251 million (approx. US$400 million). The Placing Shares being issued represent approximately 10 per cent. of Meggitt's existing issued ordinary share capital.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 5 pence each in the share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

Applications have been made for the Placing Shares to be admitted to the Official List of the Financial Services Authority and to trading on the main market of The London Stock Exchange plc ("Admission"). It is expected that Admission will take place and that trading in the Placing Shares will commence at 8.00am on 21 January 2011.

The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional on the placing agreement among the Company and Merrill Lynch International ("BofA Merrill Lynch") not being terminated. It is anticipated that the settlement date will be 21 January 2011.

BofA Merrill Lynch is acting as sole bookrunner on behalf of Meggitt in respect of the Placing.

ENQUIRIES

For further information please contact:

 This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of Meggitt.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Merrill Lynch International or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Meggitt and for no-one else in connection with the Placing, and will not be responsible to anyone other than Meggitt for providing the protections afforded to customers of Merrill Lynch International or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

NM Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Meggitt and for no-one else in connection with the acquisition of PSA from Danaher Corporation for US$685m in cash (the "Acquisition"), and will not be responsible to anyone other than Meggitt for providing the protections afforded to customers of Rothschild or for providing advice to any other person in relation to the Acquisition or any other matter referred to herein.

The distribution of this announcement and the offering and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Meggitt or Merrill Lynch International that would permit an offering and/or issue of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Meggitt and Merrill Lynch International to inform themselves about, and to observe such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE DIRECTED ONLY AT PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (I) TO (III) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN MEGGITT.

This announcement is not for publication or distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan or South Africa or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Meggitt in the United States, Canada, Australia, Japan or South Africa or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this announcement have not been, and will not be, registered under the US Securities Act 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. The Placing Shares referred to in this announcement are being offered and sold outside the United States in accordance with Regulation S under the Securities Act and in the United States to "qualified institutional buyers" in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering. No public offering of securities of Meggitt will be made in connection with the Placing in the United Kingdom, the United States or elsewhere.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.

The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the 'SEC'), any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than The London Stock Exchange plc.

Neither the content of Meggitt's website nor any website accessible by hyperlinks on Meggitt's website is incorporated in, or forms part of, this announcement.