12 October 2012
MELROSE PLC
ELSTER ANNOUNCES AMENDMENT OF ITS OFFER TO PURCHASE AND INTENTION TO GIVE NOTICE OF A MAKEWHOLE REDEMPTION OF ITS 6.25% SENIOR NOTES DUE 2018
On 17 September 2012, Melrose PLC's subsidiary, Elster Group SE ("Elster") announced that it had commenced an offer to purchase its €250 million in aggregate principal amount of 6.25% Senior Notes due 2018 (the "Notes") (Regulation S Notes: Common Code 061702750, ISIN XS0617027502, Rule 144A Notes: Common Code 061702784, ISIN XS0617027841) upon the terms and conditions set forth in the offer to purchase dated 17 September 2012 (the "Change of Control Offer"), at a price in cash equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest up to, but not including, the date of purchase. The Change of Control Offer is being made pursuant to the change of control provisions of the Indenture dated 21 April 2011, as amended or supplemented (the "Indenture") pursuant to which the Notes were issued.
The Change of Control Offer will expire at midnight, New York Time, on 18 October 2012, unless extended (the "Expiration Date").
Today, Elster announced that no later than 28 October 2012, it intends to give notice of its intention to redeem the outstanding principal amount of the Notes at the applicable makewhole price pursuant to the Indenture, which will be higher than the price for the current Change of Control Offer. Any such notice may be subject to conditions precedent.
Holders that have tendered Notes under the Change of Control Offer may withdraw such tenders at any time prior to the Expiration Date by following the procedures set forth in the Offer to Purchase.
This announcement is for information purposes only and is neither an offer to purchase nor a solicitation of an offer to buy, sell, issue or subscribe securities. The offer to purchase is made solely by means of the Offer.
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