Statement re Possible Offer
Melrose PLC
04 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 A
VIOLATION 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, the
Board of Melrose confirms that on 31 January 2008 it made a preliminary approach
to the Board of FKI with a view to entering into discussions about a possible
offer for FKI at a value of 70 pence for each FKI share. Any offer for FKI by
Melrose, if made, would be in cash or consist of a mix of cash and share
consideration and would involve an equity issue by Melrose to its current
shareholders. However, Melrose would like to emphasize that there can be no
certainty that an offer for FKI will be forthcoming. A further announcement will
be made in due course if appropriate.
This announcement does not constitute an announcement of a firm intention to
make 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 the
recommendation 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 current
issued share capital at close of business on 1 February 2008 consists of
133,665,029 ordinary shares of 0.2 pence, 50,000 2007 Incentive shares of GBP1
each, 9,053,594 C shares of 82.3 pence each, and 70,489,480 C Deferred shares of
82.3 pence each. Melrose holds no ordinary shares in treasury. The
International Securities Identification Number for Melrose ordinary shares is
GB00B23DKN29.
Enquiries:
M:Communications
James Hill +44 (0) 207153 1559
Nick Miles +44 (0) 207153 1535
The release, distribution or publication of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves 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 "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3:30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Melrose or FKI, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" 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 the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to 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 Exchange