Melrose PLC
22 April 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 which is proposed to be published by Melrose PLC
in due course.
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.
22 April 2008
Melrose PLC ("Melrose")
Recommended Acquisition of FKI plc ("FKI")
Expected timetable for the principal events of the Open Offer:
Record date for Open Offer close of business 21 April 2008
Ex-entitlement date for Open Offer 22 April 2008
Expected publication of Prospectus, Scheme Document
and Melrose Circular 1 May 2008
Open Offer Entitlements credited to stock accounts
of Qualifying CREST Shareholders in CREST 2 May 2008
Latest time and date for splitting Application Forms
(to satisfy bona fide market claims only) 15.00 on 14 May 2008
Latest time and date for receipt of Application Forms
and payment in full under the Open Offer 11.00 on 16 May 2008
Admission to trading and commencement of dealings
on the London Stock Exchange of New Melrose Shares Expected to occur in
early July 2008
1. Reference to times in this announcement are to London time
This announcement should be read in conjunction with the full text of the
announcement and the appendices released by Melrose on 22 April 2008 in relation
to the Recommended Acquisition of FKI (the "Announcement"). Certain definitions
and terms used in this announcement are set out in Appendix 6 of the
Announcement.
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 will be 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
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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