Statement re Possible Offer

Melrose PLC 04 November 2004 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN 4 November 2004 FOR IMMEDIATE RELEASE Melrose PLC ("Melrose") - Possible Offer for Novar plc ("Novar") The possible offer Further to the recent increase in the ordinary share price of Novar, Melrose announces that it is considering an offer for the entire issued and to be issued ordinary and preference share capital of Novar. The possible offer for the ordinary shares of Novar ("Novar Ordinary Shares") will consist of a combination of new ordinary Melrose shares and cash. The cash element will be funded by an underwritten Institutional placing of Melrose equity. In the event that an offer is made, Melrose is seeking to offer between 140 pence to 150 pence for each Novar Ordinary Share. This would represent a premium of approximately 13 to 21 per cent. to the closing price of 123.75 pence per Novar Ordinary Share on 3 November 2004. In the event that an offer is made for the Novar Ordinary Shares, an appropriate offer or proposal will also be made in respect of the Novar preference shares. Background and rationale Melrose was floated on the Alternative Investment Market on 28 October 2003 with the intention of acquiring companies and businesses whose performance the directors of Melrose believe can be improved to create shareholder value. Melrose's Management team is drawn from the former team at Wassall PLC. During their tenure at Wassall PLC nearly £500 million value was created for shareholders with a compound total shareholder return of over 18 per cent per annum over a 12-year period. If made, the offer would allow Novar shareholders to participate in any future value created under new management. Financing Melrose has received Credit-Committee-approved financing to replace existing Novar debt, subject to documentation. Discussions are in progress in relation to the cash placing. Other There can be no certainty that an offer will be made. This announcement does not constitute a firm intention to make an offer for all or any part of the share capital of Novar. Enquiries: M: Communications Nick Miles 020 7153 1535 Nick Fox 020 7153 1540 Bases and Sources: The price of a Novar Ordinary Share is the official closing mid-market price on the London Stock Exchange on 3 November 2004, as derived from the Daily Official List. The reference to the compound total shareholder return of over 18% per annum over a 12 year period in respect of Wassall PLC refers to the period from 16 September 1988 (being the date that members of Melrose's Management team were appointed to the board of Wassall PLC) to 14 April 2000 (being the date that the members of Melrose's Management team resigned from the board of Wassall PLC). This information is provided by RNS The company news service from the London Stock Exchange
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