5th Mar 2008 07:05
Melrose PLC05 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 AVIOLATION 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 issuedand to be issued share capital of FKI on the following basis (the "ProposedOffer"): 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 perFKI share in respect of the year ending 31 March 2008 as referred to in theannouncement from the Board of FKI earlier today. A mix and match facility would be made available under which FKI shareholderswould be entitled, subject to availability, to vary the proportion of Melroseshares and cash they would receive under the Proposed Offer. The making of the Proposed Offer is subject to the following non-waivablepre-conditions: (i) finalisation of debt and equity financing documentation;(ii) the final FKI dividend with respect to the financial year ending 31 March2008 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 befinanced by the issue of new Melrose ordinary shares. This announcement does not constitute an announcement of a firm intention tomake an offer under Rule 2.5 of the Code and there can be no certainty that anyoffer 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 Melroseshare to be issued for each FKI share. Enquiries: M:Communications James Hill +44 (0) 207153 1559Nick Miles +44 (0) 207153 1535 The release, distribution or publication of this announcement in jurisdictionsother than the UK may be restricted by law and therefore any persons who aresubject to the laws of any jurisdiction other than the UK should informthemselves 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 "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3:30pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Melrose or FKI, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" 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 theLondon 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 Panel's website at www.thetakeoverpanel.org.uk. "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