Return of capital & EGM

Melrose PLC
20 July 2007


FOR IMMEDIATE RELEASE 20 July 2007



                                  Melrose PLC


    PROPOSED RETURN OF CAPITAL OF 82.3 PENCE PER EXISTING ORDINARY SHARE AND
           AMENDMENTS TO SHARE INCENTIVE SCHEME - POSTING OF CIRCULAR



Melrose PLC ("Melrose" or the "Company") announces that it is posting a circular
to its shareholders today and convening an Extraordinary General Meeting, to be
held on 14 August 2007, to obtain shareholder approval for the proposed return
of £220 million to shareholders (the "Return of Capital") and certain amendments
to its share incentive scheme.


On 14 May 2007, the board of directors of Melrose (the "Board") announced that
the Company had completed the disposal of its Aerospace OEM and Aerospace
Aftermarket divisions, part of the acquired McKechnie Group, for a consideration
of £428.9 million (US $850 million). In addition, on 18 May 2007, Melrose
announced that it had completed the sale of part of its McKechnie PSM division
for a consideration of £29.3 million (US $58 million). As a result the Board
wishes to return £220 million of the disposal proceeds to shareholders.


The Return of Capital is being made using a redeemable share scheme (in this
case involving C shares), giving shareholders the opportunity to choose the most
tax efficient way of receiving their cash and, so far as possible, giving those
shareholders who choose to receive their cash in the form of capital, a choice
as to the timing of such receipt.


The Return of Capital will be accompanied by a share consolidation to maintain
comparability of earnings per share and other Company data.



HIGHLIGHTS OF THE RETURN OF CAPITAL

   •Shareholders to receive 82.3 pence per existing ordinary share in
    Melrose.


   •Return to be implemented by way of a bonus issue of C shares which gives
    UK tax resident shareholders the flexibility to elect to receive cash in the
    form of income or capital or a combination of the two.


   •1 for 2 share consolidation to seek to maintain comparability of share
    price, earnings per share and dividends per share.


   •Extraordinary General Meeting to approve the proposed Return of Capital
    at 10.00 a.m. on Tuesday 14 August 2007.


   •Following the Return of Capital, shareholders will have received payments
    (including dividends) totalling 95 per cent. of the subscribed capital of
    Melrose.



Expected timetable of principal events for the proposed return of capital

Latest time and date for receipt of form of proxy for EGM       10.00 a.m. on 12
                                                                August 2007
EGM to be held at the offices of Investec at 2 Gresham Street,  10.00 a.m. on 14
London EC2V 7QP                                                 August 2007
Latest time and date for dealings in existing ordinary shares   4.30 p.m. on 15
                                                                August 2007
Record date for share capital consolidation and creation of C   6.00 p.m. on 15
shares                                                          August 2007
Commencement of dealings in new ordinary shares                 8.00 a.m. on 16
                                                                August 2007
Latest time and date for receipt of election forms/TTE          4.30 p.m. on 22
instructions from shareholders in relation to their C share     August 2007
alternatives
Record date for participation in the Return of Capital          6.00 p.m. on 22
                                                                August 2007
Despatch of cheques/CREST accounts credited in respect of C     31 August 2007
shares redeemed on 23 August 2007
Despatch of cheques/bank accounts credited in respect of C      31 August 2007
shares on which the dividend is paid
Despatch of cheques/CREST accounts credited in respect of C     7 July 2008
shares redeemed on 30 June 2008


N.B. All dates are subject to change


AMENDMENTS TO SHARE INCENTIVE SCHEME


At the EGM, shareholders will also be asked to approve the proposed early
crystallisation of the Company's existing share incentive scheme and its
replacement with a new share incentive scheme to cater for the Board's
anticipated time frame for creating value as a result of future acquisitions.
The new share incentive scheme will be closely based on the principles of the
current scheme and will run to 31 May 2012.


CURRENT TRADING


Melrose is currently trading to expectations and the Board remains encouraged by
the outlook for 2007. The directors of Melrose are now actively looking for a
suitable acquisition and are confident that they will identify a profitable
opportunity in due course.


Christopher Miller, Chairman of Melrose said: "Following the successful sale of
our Aerospace and PSM businesses, we are pleased to be able to return £220
million to shareholders. It means we have repaid the majority of the money we
raised from investors. We believe this proves our business model of building and
then delivering value. We are now focused on looking for the next acquisition."


Full details of the proposed Return of Capital, share consolidation and
amendments to Melrose's share incentive scheme are contained in the circular to
shareholders.

A copy of the circular has been submitted to the UKLA, and will shortly be 
available at the UKLA's Document Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS

Tel. [phone]


The document can also be viewed at the Company's website, www.melroseplc.net.



For more information:


M: Communications
Nick Fox 020 7153 1540 / 07711 727618


Rothschild
Ravi Gupta 020 7280 5000







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