FKI plc - Notice of bondholde

RNS Number : 5203I

Melrose PLC

19 November 2008

 



Common Code/ISIN: 10765722/XS0107657222

Date: 19 November 2008

NOT FOR DISTRIBUTION TO ANY ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE REPUBLIC OF ITALY

FKI plc announces a meeting of the holders of 

€600,000,000 6.625 per cent. Guaranteed Bonds due 2010 (of which €195,651,000 are outstanding) (the Bonds) 

FKI plc (the Company) announces that a notice (the Notice) of meeting of the holders of the Bonds (the Bondholders) to be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ on 18 December 2008 at 11.00 a.m., London time (the Meeting) has been delivered to all Bondholders today. The Company is seeking permission to modify the terms and conditions of the Bonds (the Conditions) as set out in Part II of the Second Schedule to the Trust Deed (as defined below) to provide for the Company to mandatorily redeem all, but not some only, of the Bonds outstanding on the third Business Day (as defined in the supplemental trust deed (the Supplemental Trust Deed) in the form of the draft produced to the Meeting) after the execution of the Supplemental Trust Deed at the Early Redemption Amount plus Accrued Interest, all as defined in the Supplemental Trust Deed.

At the Meeting, Bondholders will be invited to consider and, if thought fit, pass an extraordinary resolution for the implementation of the modification of the Conditions as set out in the Notice (the Extraordinary Resolution). Capitalised terms used in this announcement but not defined have the meanings given to them in the Notice and the Supplemental Trust Deed.

Indicative Timetable

Date and time	Event
19 November 2008	Date of the Notice of Meeting
18 December 2008 at 11 a.m., London time	Time and Date of Meeting
On or about 18 December 2008	Announcement of results of Meeting
23 December 2008	Settlement of redemption of the Bonds

The above dates and times are subject to changes as described in the Notice. 

Requests for information in relation to the voting procedures should be directed to:

The Principal Paying Agent at HSBC Bank plc at 8 Canada Square, London E14 5HQ.

Copies of (i) the trust deed dated 22 February 2000 in connection with the Bonds (the Trust Deed), (ii) the Notice; and (iii) the current draft of the Supplemental Trust Deed are available for inspection by Bondholders at the specified offices of the Principal Paying Agent during normal business hours.  

DISCLAIMER No offer or invitation to redeem any securities is being made pursuant to this announcement. This announcement must be read in conjunction with the Notice and the Supplemental Trust Deed. This announcement contains important information which should be read carefully before any decision is made with respect to the Extraordinary Resolution. If you are in any doubt as to the action you should take or are unsure of the impact of the implementation of the Extraordinary Resolution to be proposed at the Meeting, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in voting of the Extraordinary Resolution.  

United Kingdom

The Notice and this announcement are not being made, and such documents have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act (2000). Accordingly, such documents are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of Investment Professional (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order)) or persons who are within Article 43 of the Order or any other persons to whom it may otherwise lawfully be made under the Order.

Italy

The Notice is not being made, nor is this announcement being made available in the Republic of Italy. The Notice and this announcement have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Neither the Notice nor this announcement may be distributed or made available in the Republic of Italy.

 

END

 

 

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