4th Feb 2008 11:16
Melrose PLC04 February 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 4 February 2008 Melrose Plc ("Melrose") - Statement re possible offer for FKI plc ("FKI") Following the speculation concerning Melrose and a possible offer for FKI, theBoard of Melrose confirms that on 31 January 2008 it made a preliminary approachto the Board of FKI with a view to entering into discussions about a possibleoffer for FKI at a value of 70 pence for each FKI share. Any offer for FKI byMelrose, if made, would be in cash or consist of a mix of cash and shareconsideration and would involve an equity issue by Melrose to its currentshareholders. However, Melrose would like to emphasize that there can be nocertainty that an offer for FKI will be forthcoming. A further announcement willbe made in due course if appropriate. This announcement does not constitute an announcement of a firm intention tomake an offer under Rule 2.5 of The City Code on Takeovers and Mergers (the "Code"). Pursuant to Rule 2.4(c) of the Code, Melrose reserves the right, with therecommendation of the Board of FKI, to make an offer for FKI at a lower price. Disclosure in accordance with Rule 2.10 of the Code In accordance with Rule 2.10 of the Code, Melrose confirms that its currentissued share capital at close of business on 1 February 2008 consists of133,665,029 ordinary shares of 0.2 pence, 50,000 2007 Incentive shares of GBP1each, 9,053,594 C shares of 82.3 pence each, and 70,489,480 C Deferred shares of82.3 pence each. Melrose holds no ordinary shares in treasury. TheInternational Securities Identification Number for Melrose ordinary shares isGB00B23DKN29. Enquiries: M:Communications James Hill +44 (0) 207153 1559 Nick 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