1st May 2008 16:52
FKI PLC01 May 2008 The following announcement is an advertisement and not a prospectus andinvestors should not subscribe for any Melrose PLC shares except on the basis ofinformation in the prospectus being published by Melrose PLC today Not for release, publication or distribution, in whole or in part, in or intoany jurisdiction where to do so would constitute a violation of the relevantlaws of that jurisdiction For immediate release 1 May 2008 RECOMMENDED ACQUISITION OF FKI PLC BY MELROSE PLC PUBLICATION OF SHAREHOLDER DOCUMENTS On 22 April 2008, the Boards of Melrose PLC ("Melrose") and FKI plc ("FKI")announced that they had reached agreement on the terms of a recommended proposalwhereby Melrose would acquire, for shares and cash, the entire issued and to beissued share capital of FKI not already held by Melrose by means of a scheme ofarrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Melrose announces that the prospectus relating to the New Melrose Shares to beissued in connection with the Acquisition, Placing and Open Offer (the"Prospectus"), together with the circular to be sent to Melrose Shareholders inconnection with the Acquisition (the "Melrose Circular"), have today beenapproved by the UK Listing Authority. The formal documents relating to theAcquisition and the New Melrose Shares will be made available to FKIShareholders and Melrose Shareholders shortly. FKI announces that it is posting today a circular (the "Scheme Document") to FKIShareholders in connection with the Acquisition containing, inter alia, a letterfrom the Chairman of FKI and an explanatory statement (pursuant to section 897of the Companies Act 2006), together with a copy of the Prospectus. Melrose Shareholders will receive shortly the Melrose Circular relating to theAcquisition and a copy of the Prospectus, together with ancillary documents. As set out in the documentation, a Melrose Extraordinary General Meeting("Melrose EGM") will be held to allow the Melrose Shareholders to vote on theresolutions required to approve and implement the Acquisition, and twoshareholder meetings, namely the Scheme Meeting and the FKI ExtraordinaryGeneral Meeting ("FKI EGM"), will be held to allow the FKI Shareholders to voteon the proposed resolutions required to approve and implement the Scheme. Thekey dates for these meetings are as follows: Latest time for the receipt of proxy forms for the Melrose EGM 11.00am on 25 May2008 Latest time for the receipt of proxy forms 12.00pm on 26 May 2008for the FKI Scheme Meeting Latest time for the receipt of proxy forms for the FKI EGM 12.15pm on 26 May 2008 Melrose EGM 11.00am on 27 May 2008 FKI Scheme Meeting 12.00pm on 28 May 2008 FKI EGM 12.15pm on 28 May 2008 The resolution proposed at the FKI EGM includes certain amendments to FKI'sarticles of association required to implement the Scheme. These amendments areset out in full in the notice of the FKI EGM which can be found at Part Fourteenof the Scheme Document. Copies of the Prospectus, Circular and Scheme Document (together the"Documents") have been submitted to the UK Listing Authority and will shortly beavailable for inspection at the UK Listing Authority's Document ViewingFacility, which is situated at: The Financial Services Authority, 25 The NorthColonnade, Canary Wharf, London E14 5HS. In addition, copies of the Prospectusand Circular will be available for inspection during normal business hours onMonday to Friday of each week (public holidays excepted) at Melrose PLC,Precision House, Arden Road, Alcester, Warwickshire B49 6HN and at CliffordChance LLP, 10 Upper Bank Street, London E14 5JJ up to and including the date ofAdmission and will also be published at www.melroseplc.net. The Scheme Document, the Prospectus and drafts of the articles of association ofFKI as after each amendment proposed at the FKI EGM (and other documents statedto be available for inspection in Part Seven of the Scheme Document) will beavailable for inspection during normal business hours on Monday to Friday ofeach week (public holidays excepted) at the registered office of FKI beingFalcon Works, Meadow Lane, Loughborough, Leicestershire LE11 1ZF and at theoffices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, up to andincluding the Effective Date. The Scheme Document will shortly be published atwww.fkiplc.com. Capitalised terms used, but not defined, in this announcement have the samemeanings as given to them in the Documents. Enquiries: Melrose Christopher Miller +44 (0) 207766 7670David Roper +44 (0) 207766 7670Simon Peckham +44 (0) 207766 7670Geoffrey Martin +44 (0) 207766 7670 JPMorgan Cazenove (joint financial advisor and joint corporate broker to Melrose) Mark Preston +44 (0) 207588 2828Laurence Hollingworth +44 (0) 207588 2828 Dresdner Kleinwort (joint financial advisor to Melrose) David Smith +44 (0) 207623 8000 Investec (joint corporate broker to Melrose) Keith Anderson +44 (0) 207597 5970 M:Communications (PR advisor to Melrose) James Hill +44 (0) 207153 1559Nick Miles +44 (0) 207153 1535 FKI Paul Heiden +44 (0) 207832 0000 Rothschild (financial advisor to FKI) Robert Leitao +44 (0) 207280 5000Ravi Gupta +44 (0) 207280 5000 Hoare Govett (corporate broker to FKI) Sara Hale +44 (0) 207678 8000Bob Pringle +44 (0) 207678 8000 Brunswick (PR advisor to FKI) Catherine Hicks +44 (0) 207404 5959James Olley +44 (0) 207404 5959 JPMorgan Cazenove is acting for Melrose and no one else in connection with theAcquisition and the Placing and the Open Offer and will not be responsible toanyone other than Melrose for providing the protections afforded to clients ofJPMorgan Cazenove nor for giving advice in relation to the Acquisition, thePlacing and the Open Offer or any matter or arrangement referred to in thisannouncement. Dresdner Kleinwort is acting for Melrose and no one else in connection with theAcquisition and will not be responsible to anyone other than Melrose forproviding the protections afforded to clients of Dresdner Kleinwort nor forgiving advice in relation to the Acquisition or any matter or arrangementreferred to in this announcement. Investec is acting for Melrose and no one else in connection with the Placingand the Open Offer and will not be responsible to anyone other than Melrose forproviding the protections afforded to clients of Investec nor for giving advicein relation to the Placing and the Open Offer or any matter or arrangementreferred to in this announcement. Rothschild is acting for FKI and for no one else in relation to the Acquisitionand will not be responsible to any one other than FKI for providing theprotections afforded to clients of Rothschild nor for giving advice in relationto the Acquisition or any matter or arrangement referred to in thisannouncement. Hoare Govett is acting as corporate broker for FKI and for no one else inconnection with the Acquisition and will not be responsible to anyone other thanFKI for providing the protections afforded to clients of Hoare Govett nor forgiving advice in relation to the Acquisition or any matter or arrangementreferred to in this announcement. The availability of the Consideration Shares and the Mix and Match Facility topersons who are not resident in the United Kingdom may be affected by the lawsof the relevant jurisdictions in which they are located. Persons who are notresident in the United Kingdom should inform themselves of and observe anyapplicable requirements. The New Melrose Shares may not be offered, sold, or, delivered, directly orindirectly, in, into or from the United States absent registration under the USSecurities Act or an exemption from registration. The Consideration Shares maynot be offered, sold, resold, delivered or distributed, directly or indirectly,in, into or from Canada or Japan or to, or for the account or benefit of, anyresident of Canada or Japan absent an exemption from registration or anexemption under relevant securities law. It is expected that the New MelroseShares will be issued in reliance upon the exemption from the registrationrequirements of the US Securities Act provided by Section 3(a)(10) thereof. TheFirm Placed Shares have been offered within the United States to qualifiedinstitutional buyers as defined in, and in reliance on, Rule 144A of the USSecurities Act or an exemption from, or a transaction not subject to, theregistration requirements of the US Securities Act. Under applicable USsecurities laws, persons (whether or not US Persons) who are or will be"affiliates" within the meaning of the US Securities Act of FKI or Melrose priorto, or of Melrose after, the Effective Date will be subject to certain transferrestrictions relating to the Consideration Shares received in connection withthe Scheme. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Melrose