NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION (THE "EXCLUDED TERRITORIES").
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 29 JUNE 2012 IN CONNECTION WITH THE ACQUISITION AND THE RIGHTS ISSUE (THE "PROSPECTUS"). COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE, VIA THE NATIONAL STORAGE MECHANISM AND ON THE COMPANY'S WEBSITE. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY EXCLUDED TERRITORY.
1 August 2012
("Melrose" or "the Company")
RESULTS OF RIGHTS ISSUE
Melrose is pleased to announce that, by the latest time and date for receipt of valid acceptances (being 11.00 a.m. on 31 July 2012), it had received valid acceptances in respect of 831,460,605 ordinary shares of 14/55 pence each in the capital of Melrose (each a "New Ordinary Share"), representing approximately 98.47% of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the 2 for 1 rights issue announced by the Company on 29 June 2012 (the "Rights Issue").
It is expected that dealings in the New Ordinary Shares, fully paid, will commence on the London Stock Exchange's main market for listed securities from 8.00 a.m. today, 1 August 2012.
It is also expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. today, 1 August 2012, and that share certificates in respect of New Ordinary Shares in certificated form will be despatched by no later than 8 August 2012.
Investec Bank plc ("Investec") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")(together the "Joint Bookrunners") shall severally use all reasonable endeavours to procure, by no later than 2 August 2012, subscribers for all (or as many as possible) of the remaining 12,957,419 New Ordinary Shares not validly accepted. A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.
Any premium over the total of the Rights Issue Price of 142 pence per New Ordinary 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 retained for the benefit of the Company. Cheques are expected to be despatched by 8 August 2012.
If and to the extent that subscribers cannot be procured on the basis outlined above, the relevant New Ordinary 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 142 pence per New Ordinary Share, on the terms and subject to the conditions of the Underwriting Agreement.
Capitalised terms not defined herein, are defined at Part VII (Definitions/Glossary) of the shareholder circular published by the Company on 29 June 2012.
Investec +44 (0) 20 7597 5970
J.P. Morgan Cazenove +44 (0) 20 7588 2828
M:Communications +44 (0) 20 7920 2330
The Joint Bookrunners are acting on the Rights Issue and will not be responsible to anyone other than their own respective clients for providing the protections afforded to their clients, nor for providing advice in relation to the Rights Issue, the contents of this announcement, or any transaction or arrangement referred to herein.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States or any other Excluded Territory. This announcement does not, and is not intended to, constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States or any other Excluded Territory. None of the securities referred to in this announcement have been or will be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any other relevant federal securities laws or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, in or into the United States at any time without registration or an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with state securities laws. The Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. There will be no public offer of any securities of the Company in the United States.
This announcement has been issued by, and is the sole responsibility of Melrose. Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters under FSMA or the regulatory regime established thereunder, none of the Underwriters accepts any responsibility or liability whatsoever and makes no representation or 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 them, or on their behalf, in connection with Melrose, the New Ordinary Shares or the Rights Issue. The Underwriters accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.
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