Publication of Prospectus and Circular

RNS Number : 4484D

Melrose Industries PLC

06 July 2016

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO UNDER THE RELEVANT LAWS OF SUCH JURISDICTION (THE "EXCLUDED TERRITORIES"). PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED BY THE COMPANY TODAY IN CONNECTION WITH THIS PROPOSED ACQUISITION AND RIGHTS ISSUE. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW MELROSE SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW MELROSE SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.  COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE REGISTERED OFFICE OF MELROSE INDUSTRIES PLC AND ON ITS WEBSITE AT WWW.MELROSEPLC.NET. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY EXCLUDED TERRITORY.

6 July 2016

Melrose Industries PLC

("Melrose" or the "Company")

Publication of Prospectus and Circular

Further to the announcement earlier today by Melrose regarding the proposed recommended acquisition of Nortek, Inc. and fully underwritten Rights Issue to raise gross proceeds of approximately £1,655 million, the Company announces that the Prospectus and Circular relating to the Acquisition and Rights Issue have been approved by the UK Listing Authority.

Copies 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 they 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 The Colmore Building, 20 Colmore Circus Queensway, Birmingham, West Midlands, B4 6AT 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 Re-admission.

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

Enquiries:

Montfort Communications
Nick Miles Charlotte McMullen	[phone]

IMPORTANT NOTICE:

This announcement has been issued by, and is the sole responsibility of, Melrose Industries PLC.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec Bank plc, J.P. Morgan Securities plc or J.P. Morgan Limited under FSMA or the regulatory regime established thereunder: (i) none of Investec Bank plc, J.P. Morgan Securities plc, J.P. Morgan Limited, Merrill Lynch International, Nomura International plc or Evercore Partners International LLP 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, Nortek, the Nil Paid Rights, the Fully Paid Rights, the Melrose Shares, the Acquisition or the Rights Issue; and (ii) each of Investec Bank plc, J.P. Morgan Securities plc, J.P. Morgan Limited, Merrill Lynch International, Nomura International plc and Evercore Partners International LLP 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.

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, 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. 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 Industries PLC or any other entity. Any such offer will be made solely by means of the prospectus that has been published today and any supplement or amendment thereto and any acquisition of securities in Melrose Industries 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 is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any Nortek Shares.  The tender offer described herein has not yet been commenced.  On the commencement date of the tender offer, an offer to purchase, letters of transmittal and related documents will be filed with the United States Securities and Exchange Commission (SEC).  The solicitation of offers to buy Nortek Shares will only be made pursuant to the offer to purchase, the letters of transmittal and related documents. Nortek securityholders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement that will be filed by Nortek regarding the tender offer when they become available as they will contain important information.  Nortek securityholders may obtain free copies of these statements (when available) and other documents filed with respect to the tender offer at the SEC's website at www.sec.gov.  In addition, copies of the tender offer statement and related materials (when available) may be obtained for free by directing such requests to the information agent for the tender offer.  The solicitation/recommendation statement and related documents (when available) may be obtained by directing such requests to Nortek.

No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of Melrose or Nortek for the current or future financial years will necessarily match or exceed the historical or published earnings of Melrose or Nortek.

The Nil Paid Rights, the Fully Paid Rights, the New Melrose Shares, the Provisional Allotment Letters and the Melrose 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 Melrose Shares, the Provisional Allotment Letters and the Melrose Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Nil Paid Rights, the Fully Paid Rights, the New Melrose Shares, the Provisional Allotment Letters and the Melrose 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.

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.

This announcement is not, and under no circumstances is it to be construed as, a prospectus, offering memorandum, advertisement or public offering of the securities described herein in Canada. Any person in Canada considering a potential investment in respect of the securities described herein should refer only to the final version of the prospectus prepared in connection with the Rights Issue and, where applicable, to the Canadian offering memorandum incorporating such prospectus. The information contained herein is qualified in its entirety by the information contained in such prospectus and Canadian offering memorandum. This announcement does not contain all information that may be required to evaluate an investment in respect of the securities described herein.

No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the prospectus prepared in connection with the Rights Issue or the merits of the securities described herein and any representation to the contrary is an offence in Canada. The issuance of the Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights or New Melrose Shares to Canadian shareholders pursuant to the Rights Issue will be exempt from the requirement that Melrose prepare and file a prospectus with the relevant Canadian regulatory authorities pursuant to sections 2.1.2 and 2.42(1)(a) of National Instrument 45-106-Prospectus Exemptions. Accordingly, any resale of such securities must be made in accordance with applicable Canadian securities laws which may require resales to be made pursuant to exemptions from prospectus requirements. These resale restrictions may in some circumstances apply to resales of such securities outside of Canada.

Subject to certain limited exceptions, no offering or sale of New Melrose Shares not taken up in the Rights Issue (including in connection with any sub-underwriting arrangement) may be made to or for the benefit of persons resident in Canada, and this announcement and any offering material relating to the New Melrose Shares may not be distributed, forwarded or transmitted to or for the benefit of persons resident in Canada in connection with the offering or sale of New Melrose Shares not taken up in the Rights Issue (including in connection with any sub-underwriting arrangement).

Each of Investec Bank plc, J.P. Morgan Securities plc, Merrill Lynch International and Nomura International PLC, each of which is authorised by the PRA and regulated by the FCA and the PRA, and J.P. Morgan Limited and Evercore Partners International LLP each of which is authorised and regulated by the FCA (together with Investec Bank plc, J.P. Morgan Securities plc, Merrill Lynch International and Nomura International PLC, the "Representatives") are acting exclusively for Melrose Industries PLC and no-one else in connection with the matters set out in this announcement and the proposed Acquisition and Rights Issue. The Representatives will not regard any other person as their respective clients in relation to the proposed Acquisition and Rights Issue and are not, and will not be, responsible to anyone other than Melrose Industries PLC for providing the protections afforded to their respective clients or for providing advice in relation to the proposed Acquisition and Rights Issue, the contents of this announcement or any transaction, arrangement or other matter 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, none of the Representatives accepts any responsibility whatsoever or makes any 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 Industries PLC, Nortek, 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 Representatives 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.

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.

 

END

 

 

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