20th Jul 2007 12:45
Melrose PLC20 July 2007 FOR IMMEDIATE RELEASE 20 July 2007 Melrose PLC PROPOSED RETURN OF CAPITAL OF 82.3 PENCE PER EXISTING ORDINARY SHARE AND AMENDMENTS TO SHARE INCENTIVE SCHEME - POSTING OF CIRCULAR Melrose PLC ("Melrose" or the "Company") announces that it is posting a circularto its shareholders today and convening an Extraordinary General Meeting, to beheld on 14 August 2007, to obtain shareholder approval for the proposed returnof £220 million to shareholders (the "Return of Capital") and certain amendmentsto its share incentive scheme. On 14 May 2007, the board of directors of Melrose (the "Board") announced thatthe Company had completed the disposal of its Aerospace OEM and AerospaceAftermarket divisions, part of the acquired McKechnie Group, for a considerationof £428.9 million (US $850 million). In addition, on 18 May 2007, Melroseannounced that it had completed the sale of part of its McKechnie PSM divisionfor a consideration of £29.3 million (US $58 million). As a result the Boardwishes to return £220 million of the disposal proceeds to shareholders. The Return of Capital is being made using a redeemable share scheme (in thiscase involving C shares), giving shareholders the opportunity to choose the mosttax efficient way of receiving their cash and, so far as possible, giving thoseshareholders who choose to receive their cash in the form of capital, a choiceas to the timing of such receipt. The Return of Capital will be accompanied by a share consolidation to maintaincomparability of earnings per share and other Company data. HIGHLIGHTS OF THE RETURN OF CAPITAL •Shareholders to receive 82.3 pence per existing ordinary share in Melrose. •Return to be implemented by way of a bonus issue of C shares which gives UK tax resident shareholders the flexibility to elect to receive cash in the form of income or capital or a combination of the two. €1 for 2 share consolidation to seek to maintain comparability of share price, earnings per share and dividends per share. •Extraordinary General Meeting to approve the proposed Return of Capital at 10.00 a.m. on Tuesday 14 August 2007. •Following the Return of Capital, shareholders will have received payments (including dividends) totalling 95 per cent. of the subscribed capital of Melrose. Expected timetable of principal events for the proposed return of capital Latest time and date for receipt of form of proxy for EGM 10.00 a.m. on 12 August 2007EGM to be held at the offices of Investec at 2 Gresham Street, 10.00 a.m. on 14London EC2V 7QP August 2007Latest time and date for dealings in existing ordinary shares 4.30 p.m. on 15 August 2007Record date for share capital consolidation and creation of C 6.00 p.m. on 15shares August 2007Commencement of dealings in new ordinary shares 8.00 a.m. on 16 August 2007Latest time and date for receipt of election forms/TTE 4.30 p.m. on 22instructions from shareholders in relation to their C share August 2007alternativesRecord date for participation in the Return of Capital 6.00 p.m. on 22 August 2007Despatch of cheques/CREST accounts credited in respect of C 31 August 2007shares redeemed on 23 August 2007Despatch of cheques/bank accounts credited in respect of C 31 August 2007shares on which the dividend is paidDespatch of cheques/CREST accounts credited in respect of C 7 July 2008shares redeemed on 30 June 2008 N.B. All dates are subject to change AMENDMENTS TO SHARE INCENTIVE SCHEME At the EGM, shareholders will also be asked to approve the proposed earlycrystallisation of the Company's existing share incentive scheme and itsreplacement with a new share incentive scheme to cater for the Board'santicipated time frame for creating value as a result of future acquisitions.The new share incentive scheme will be closely based on the principles of thecurrent scheme and will run to 31 May 2012. CURRENT TRADING Melrose is currently trading to expectations and the Board remains encouraged bythe outlook for 2007. The directors of Melrose are now actively looking for asuitable acquisition and are confident that they will identify a profitableopportunity in due course. Christopher Miller, Chairman of Melrose said: "Following the successful sale ofour Aerospace and PSM businesses, we are pleased to be able to return £220million to shareholders. It means we have repaid the majority of the money weraised from investors. We believe this proves our business model of building andthen delivering value. We are now focused on looking for the next acquisition." Full details of the proposed Return of Capital, share consolidation andamendments to Melrose's share incentive scheme are contained in the circular toshareholders. A copy of the circular has been submitted to the UKLA, and will shortly be available at the UKLA's Document Viewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HS Tel. 020 7066 1000 The document can also be viewed at the Company's website, www.melroseplc.net. For more information: M: CommunicationsNick Fox 020 7153 1540 / 07711 727618 RothschildRavi Gupta 020 7280 5000 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Melrose