Publication of prospectus and circular

RNS Number : 5703G

Melrose PLC

29 June 2012

 



NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION (THE "EXCLUDED TERRITORIES"). 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY TODAY IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND VIA THE NATIONAL STORAGE MECHANISM AND ON THE COMPANY'S WEBSITE.  THE PROSPECTUS WILL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY EXCLUDED TERRITORY.

•              29 June 2012

•              For immediate release

MELROSE PLC

Publication of prospectus and circular

•              Further to the announcement earlier today by Melrose PLC regarding the proposed recommended acquisition of Elster Group SE and fully underwritten £1.2 billion Rights Issue, the Company announces that the prospectus and circular regarding the Acquisition and Rights Issue has been approved by the UK Listing Authority.

A copy of the Circular will be posted to Shareholders today. The Circular and the Prospectus will be made available on Melrose's website, www.melroseplc.net, and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.hemscott.com/nsm.do.  Copies of the Prospectus will also be available for inspection during normal business hours on any Business Day, free of charge, at the registered office of the Company at Precision House, Arden Road, Alcester, B49 6HN and at the offices of Simpson Thacher & Bartlett LLP, Citypoint, One Ropemaker St, London, EC2Y 9HU, from the date of the Prospectus up to and including the date of admission.

Terms used in this announcement shall have the same meanings as set out in the Prospectus and Circular.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant securities laws. This announcement does not, and is not intended to, constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States or any other jurisdiction where to do so would constitute a violation of the relevant securities laws. None of the securities referred to in this announcement have been or will be registered under the US Securities Act of 1933, as amended, or under any other relevant federal securities laws or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, in or into the United States at any time without registration or an applicable exemption from or in a transaction not subject to the registration requirements of the US Securities Act of 1933, as amended, and in compliance with state securities laws. The circular and the prospectus made available on Melrose's website will not be accessible by investors located in, or resident of the United States.

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 in Melrose PLC or any other entity. Any such offer will be made solely by means of a prospectus to be published in due course and any supplement or amendment thereto and any acquisition of securities in Melrose PLC should be made solely on the basis of the information contained in such prospectus. The prospectus will not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. 

This announcement has been issued by, and is the sole responsibility of, Melrose PLC. Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan, JPMSL, Investec, Barclays, HSBC or RBC under FSMA or the regulatory regime established thereunder: (i) none of J.P. Morgan, JPMSL, Investec, Barclays, HSBC or RBC accepts any responsibility whatsoever and makes no warranty, express or implied, in relation to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Melrose, Mintford AG, the Nil Paid Rights, the Fully Paid Rights, the Melrose Shares, the Acquisition or the Rights Issue; and (ii) each of J.P. Morgan, JPMSL, Investec, Barclays, HSBC and RBC accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

The Underwriters, each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Melrose PLC in connection with the matters set out in this announcement and the proposed Acquisition and Rights Issue. The Underwriters are not, and will not be, responsible to anyone other than Melrose PLC for providing the protections afforded to their respective clients or for providing advice in relation to the proposed Acquisition and Rights Issue or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on each of them by the Financial Services and Markets Act 2000, each of the Underwriters accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification,  or for any other statement made or purported to be made by it, or on its behalf, in connection with Melrose PLC, Mintford AG, the proposed Acquisition or the Rights Issue (including the Nil Paid Rights, Fully Paid Rights and Melrose Shares), and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of the Underwriters accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement has been prepared in accordance with English law, the Listing Rules and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Melrose's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect", "will", "shall", "may", "aim", "predict", "should", "continue" and words of similar meaning and/or other similar expressions that are predictions of or indicate future events and/or future trends, reflect the directors' beliefs and expectations at the date of this announcement and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither Melrose nor any of the Underwriters assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of Melrose or Elster for the current or future financial years will necessarily match or exceed the historical or published earnings of Melrose or Elster. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Melrose Shares, the Provisional Allotment Letters and the Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended or under the securities laws of any state, or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Melrose Shares, the Provisional Allotment Letters and the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Melrose Shares, the Provisional Allotment Letters and the Shares have not been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of any securities of the Company in the United States.

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