Publication of Prospectus
Melrose PLC
01 May 2008
The following announcement is an advertisement and not a prospectus and
investors should not subscribe for any Melrose PLC shares except on the basis of
information in the prospectus being published by Melrose PLC today
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of that jurisdiction
For immediate release
1 May 2008
RECOMMENDED ACQUISITION OF FKI PLC BY MELROSE PLC
PUBLICATION OF SHAREHOLDER DOCUMENTS
On 22 April 2008, the Boards of Melrose plc ("Melrose") and FKI plc ("FKI")
announced that they had reached agreement on the terms of a recommended proposal
whereby Melrose would acquire, for shares and cash, the entire issued and to be
issued share capital of FKI not already held by Melrose by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Melrose announces that the prospectus relating to the New Melrose Shares to be
issued in connection with the Acquisition, Placing and Open Offer (the "
Prospectus"), together with the circular to be sent to Melrose Shareholders in
connection with the Acquisition (the "Melrose Circular"), have today been
approved by the UK Listing Authority. The formal documents relating to the
Acquisition and the New Melrose Shares will be made available to FKI
Shareholders and Melrose Shareholders shortly.
FKI announces that it is posting today a circular (the "Scheme Document") to FKI
Shareholders in connection with the Acquisition containing, inter alia, a letter
from the Chairman of FKI and an explanatory statement (pursuant to section 897
of the Companies Act 2006), together with a copy of the Prospectus.
Melrose Shareholders will receive shortly the Melrose Circular relating to the
Acquisition and a copy of the Prospectus, together with ancillary documents.
As set out in the documentation, a Melrose Extraordinary General Meeting ("
Melrose EGM") will be held to allow the Melrose Shareholders to vote on the
resolutions required to approve and implement the Acquisition, and two
shareholder meetings, namely the Scheme Meeting and the FKI Extraordinary
General Meeting ("FKI EGM"), will be held to allow the FKI Shareholders to vote
on the proposed resolutions required to approve and implement the Scheme. The
key dates for these meetings are as follows:
Latest time for the receipt of proxy forms for the Melrose EGM 11.00am on 25
May 2008
Latest time for the receipt of proxy forms 12.00pm on 26 May 2008
for the FKI Scheme Meeting
Latest time for the receipt of proxy forms 12.15pm on 26
for the FKI EGM May 2008
Melrose EGM 11.00am on 27 May 2008
FKI Scheme Meeting 12.00pm on 28 May 2008
FKI EGM 12.15pm on 28 May 2008
The resolution proposed at the FKI EGM includes certain amendments to FKI's
articles of association required to implement the Scheme. These amendments are
set out in full in the notice of the FKI EGM which can be found at Part Fourteen
of the Scheme Document.
Copies of the Prospectus, Circular and Scheme Document (together the "Documents
") have been submitted to the UK Listing Authority and will shortly be available
for inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at: The Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London E14 5HS. In addition, copies of the Prospectus and Circular will
be available for inspection during normal business hours on Monday to Friday of
each week (public holidays excepted) at Melrose plc, Precision House, Arden
Road, Alcester, Warwickshire B49 6HN and at Clifford Chance LLP, 10 Upper Bank
Street, London E14 5JJ up to and including the date of Admission and will also
be published at www.melroseplc.net.
The Scheme Document, the Prospectus and drafts of the articles of association of
FKI as after each amendment proposed at the FKI EGM (and other documents stated
to be available for inspection in Part Seven of the Scheme Document) will be
available for inspection during normal business hours on Monday to Friday of
each week (public holidays excepted) at the registered office of FKI being
Falcon Works, Meadow Lane, Loughborough, Leicestershire LE11 1ZF and at the
offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, up to and
including the Effective Date. The Scheme Document will shortly be published at
www.fkiplc.com.
Capitalised terms used, but not defined, in this announcement have the same
meanings as given to them in the Documents.
Enquiries:
Melrose
Christopher Miller +44 (0) 207766 7670
David Roper +44 (0) 207766 7670
Simon Peckham +44 (0) 207766 7670
Geoffrey Martin +44 (0) 207766 7670
JPMorgan Cazenove (joint financial advisor and joint corporate broker to
Melrose)
Mark Preston +44 (0) 207588 2828
Laurence Hollingworth +44 (0) 207588 2828
Dresdner Kleinwort (joint financial advisor to Melrose)
David Smith +44 (0) 207623 8000
Investec (joint corporate broker to Melrose)
Keith Anderson +44 (0) 207597 5970
M:Communications (PR advisor to Melrose)
James Hill +44 (0) 207153 1559
Nick Miles +44 (0) 207153 1535
FKI
Paul Heiden +44 (0) 207832 0000
Rothschild (financial advisor to FKI)
Robert Leitao +44 (0) 207280 5000
Ravi Gupta +44 (0) 207280 5000
Hoare Govett (corporate broker to FKI)
Sara Hale +44 (0) 207678 8000
Bob Pringle +44 (0) 207678 8000
Brunswick (PR advisor to FKI)
Catherine Hicks +44 (0) 207404 5959
James Olley +44 (0) 207404 5959
JPMorgan Cazenove is acting for Melrose and no one else in connection with the
Acquisition and the Placing and the Open Offer and will not be responsible to
anyone other than Melrose for providing the protections afforded to clients of
JPMorgan Cazenove nor for giving advice in relation to the Acquisition, the
Placing and the Open Offer or any matter or arrangement referred to in this
announcement.
Dresdner Kleinwort is acting for Melrose and no one else in connection with the
Acquisition and will not be responsible to anyone other than Melrose for
providing the protections afforded to clients of Dresdner Kleinwort nor for
giving advice in relation to the Acquisition or any matter or arrangement
referred to in this announcement.
Investec is acting for Melrose and no one else in connection with the Placing
and the Open Offer and will not be responsible to anyone other than Melrose for
providing the protections afforded to clients of Investec nor for giving advice
in relation to the Placing and the Open Offer or any matter or arrangement
referred to in this announcement.
Rothschild is acting for FKI and for no one else in relation to the Acquisition
and will not be responsible to any one other than FKI for providing the
protections afforded to clients of Rothschild nor for giving advice in relation
to the Acquisition or any matter or arrangement referred to in this
announcement.
Hoare Govett is acting as corporate broker for FKI and for no one else in
connection with the Acquisition and will not be responsible to anyone other than
FKI for providing the protections afforded to clients of Hoare Govett nor for
giving advice in relation to the Acquisition or any matter or arrangement
referred to in this announcement.
The availability of the Consideration Shares and the Mix and Match Facility to
persons who are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located. Persons who are not
resident in the United Kingdom should inform themselves of and observe any
applicable requirements.
The New Melrose Shares may not be offered, sold, or, delivered, directly or
indirectly, in, into or from the United States absent registration under the US
Securities Act or an exemption from registration. The Consideration Shares may
not be offered, sold, resold, delivered or distributed, directly or indirectly,
in, into or from Canada or Japan or to, or for the account or benefit of, any
resident of Canada or Japan absent an exemption from registration or an
exemption under relevant securities law. It is expected that the New Melrose
Shares will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10) thereof. The
Firm Placed Shares have been offered within the United States to qualified
institutional buyers as defined in, and in reliance on, Rule 144A of the US
Securities Act or an exemption from, or a transaction not subject to, the
registration requirements of the US Securities Act. Under applicable US
securities laws, persons (whether or not US Persons) who are or will be
"affiliates" within the meaning of the US Securities Act of FKI or Melrose prior
to, or of Melrose after, the Effective Date will be subject to certain transfer
restrictions relating to the Consideration Shares received in connection with
the Scheme.
This information is provided by RNS
The company news service from the London Stock Exchange