Results of Rights Issue and Total Voting Rights

RNS Number : 9593H

Melrose Industries PLC

24 August 2016

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION (THE "EXCLUDED TERRITORIES"). PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED ON 6 JULY 2016 (THE "PROSPECTUS"), THE SUPPLEMENTARY PROSPECTUS PUBLISHED ON 28 JULY 2016 (THE "FIRST SUPPLEMENTARY PROSPECTUS") AND THE SUPPLEMENTARY PROSPECTUS PUBLISHED ON 9 AUGUST 2016 (THE "SECOND SUPPLEMENTARY PROSPECTUS") IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW MELROSE SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS, THE FIRST SUPPLEMENTARY PROSPECTUS AND THE SECOND SUPPLEMENTARY PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF MELROSE INDUSTRIES PLC AND ON ITS WEBSITE AT WWW.MELROSEPLC.NET. NONE OF THE PROSPECTUS, THE FIRST SUPPLEMENTARY PROSPECTUS OR THE SECOND SUPPLEMENTARY PROSPECTUS CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY EXCLUDED TERRITORY.

24 August 2016

Melrose Industries PLC

("Melrose" or the "Company")

Results of Rights Issue and Total Voting Rights

Melrose is pleased to announce that, by the latest time and date for receipt of valid acceptances (being 11.00 a.m. on 23 August 2016), it had received valid acceptances in respect of 1,689,589,213 ordinary shares of 48/7 pence each in the capital of Melrose (each a "New Melrose Share"), representing approximately 97% of the total number of New Melrose Shares offered pursuant to the 12 for 1 rights issue announced by the Company on 6 July 2016 (the "Rights Issue").

It is expected that dealings in the New Melrose Shares, fully paid, will commence on the London Stock Exchange's main market for listed securities from 8.00 a.m. today, 24 August 2016.

It is also expected that the New Melrose Shares held in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. today, 24 August 2016, and that share certificates in respect of New Melrose Shares held in certificated form will be despatched by no later than 1 September 2016.

Investec Bank plc, J.P. Morgan Securities plc and Merrill Lynch International (together the "Joint Bookrunners" and "Underwriters") shall severally use all reasonable endeavours to procure, by no later than 5.00 p.m. on 25 August 2016, subscribers for all (or as many as possible) of the remaining 52,023,023 New Melrose Shares not validly accepted. A further announcement as to the number of New Melrose Shares for which subscribers have been procured will be made in due course.

Any premium over the total of the Rights Issue Price of 95 pence per New Melrose Share and the related expenses of procuring subscribers (including any applicable brokerage and commissions and amounts in respect of VAT which, in the reasonable opinion of the Underwriters, are not recoverable) will be paid to Qualifying Shareholders that have not taken up their entitlements pro rata to their lapsed provisional allotments except that, in accordance with the terms and conditions of the Rights Issue, individual amounts of less than £5.00 will not be paid to such persons but will be aggregated and shall be donated by Melrose to charities chosen by the Board.

If and to the extent that subscribers cannot be procured on the basis outlined above, the relevant New Melrose Shares will be subscribed for by the Underwriters, each as principal pursuant to the Underwriting Agreement or by the sub-underwriters (if any), or such other subscribers as may be procured by the Underwriters, in each case, at a price of 95 pence per New Melrose Share, on the terms and subject to the conditions of the Underwriting Agreement.

Total Voting Rights

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company announces that as at 24 August 2016 following completion of the Rights Issue, the Company's issued share capital consists of 1,886,746,589 Melrose Shares, which have one vote per share. The Company holds no Melrose Shares in treasury. Therefore, as at 24 August 2016, the total number of voting rights in the Company is 1,886,746,589. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules.

Enquiries:

Montfort Communications
Charlotte McMullen	[phone]
Sophie Arnold

IMPORTANT NOTICE:

Except where otherwise defined herein, terms used in this announcement have the same meanings as set out in the Prospectus of the Company dated 6 July 2016.

This announcement has been issued by, and is the sole responsibility of, Melrose Industries PLC.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec Bank plc, J.P. Morgan Securities plc or J.P. Morgan Limited under FSMA or the regulatory regime established thereunder: (i) none of Investec Bank plc, J.P. Morgan Securities plc, J.P. Morgan Limited, Merrill Lynch International, Nomura International plc or Evercore Partners International LLP accepts any responsibility whatsoever and makes no warranty, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Melrose, Nortek, the Melrose Shares, the Acquisition or the Rights Issue; and (ii) each of Investec Bank plc, J.P. Morgan Securities plc, J.P. Morgan Limited, Merrill Lynch International, Nomura International plc and Evercore Partners International LLP accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in Melrose Industries PLC or any other entity. This announcement is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any Nortek Shares. The solicitation of offers to buy Nortek Shares has only been, and will only be, made pursuant to the offer to purchase, the letters of transmittal and related documents, which were filed with the United States Securities and Exchange Commission ("SEC") on 8 July 2016. Nortek securityholders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement filed by Nortek regarding the tender offer on 8 July 2016 as they contain important information. Nortek securityholders may obtain free copies of these statements and other documents filed with respect to the tender offer at the SEC's website at www.sec.gov. In addition, copies of the tender offer statement and related materials may be obtained for free by directing such requests to the information agent for the tender offer. The solicitation/recommendation statement and related documents may be obtained by directing such requests to Nortek.

None of the New Melrose Shares or the Melrose Shares, or any other securities of Melrose, have been, or will be, registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended or under the securities laws of any state, or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of the New Melrose Shares or the Melrose Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The New Melrose Shares and the Melrose Shares have not been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of any securities of the Company in the United States.

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any, applicable requirements.

Subject to certain limited exceptions, no offering or sale of New Melrose Shares not taken up in the Rights Issue (including in connection with any sub-underwriting arrangement) may be made to or for the benefit of persons resident in Canada, and this announcement and any offering material relating to the New Melrose Shares may not be distributed, forwarded or transmitted to or for the benefit of persons resident in Canada in connection with the offering or sale of New Melrose Shares not taken up in the Rights Issue (including in connection with any sub-underwriting arrangement).

Each of Investec Bank plc, J.P. Morgan Securities plc, Merrill Lynch International and Nomura International PLC, each of which is authorised by the PRA and regulated by the FCA and the PRA, and J.P. Morgan Limited and Evercore Partners International LLP each of which is authorised and regulated by the FCA (together with Investec Bank plc, J.P. Morgan Securities plc, Merrill Lynch International and Nomura International PLC, the "Representatives") are acting exclusively for Melrose Industries PLC and no-one else in connection with the matters set out in this announcement and the proposed Acquisition and the Rights Issue. The Representatives will not regard any other person as their respective clients in relation to the proposed Acquisition and Rights Issue and are not, and will not be, responsible to anyone other than Melrose Industries PLC for providing the protections afforded to their respective clients or for providing advice in relation to the proposed Acquisition and Rights Issue, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on each of them by the Financial Services and Markets Act 2000, none of the Representatives accepts any responsibility whatsoever or makes any representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with Melrose Industries PLC, Nortek, the proposed Acquisition or the Rights Issue (including the Melrose Shares), and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of the Representatives accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement has been prepared in accordance with English law, the Listing Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Melrose's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect", "will", "shall", "may", "aim", "predict", "should", "continue" and words of similar meaning and/or other similar expressions that are predictions of or indicate future events and/or future trends, reflect the directors' beliefs and expectations at the date of this announcement and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither Melrose nor any of the Underwriters assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

 

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