Melrose Regulatory News (MRO)

LEI: 213800RGNXXZY2M7TR85

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

27 March 2018

Melrose Industries PLC ("Melrose")

Publication of letter to the Secretary of State for Business, Energy and Industrial Strategy

Further to the announcement made earlier today on behalf of the Rt Hon Greg Clark MP, Secretary of State for Business, Energy and Industrial Strategy, which references and publishes an exchange of letters between the Secretary of State and Melrose, Melrose confirms that it has today written to the Rt Hon Greg Clark MP, addressing all of the points raised in his letter dated 26 March 2018.

A copy of both letters has been published on the Melrose corporate website:

http://www.melroseplc.net/investors/proposed-acquisition-of-gkn-plc/

Both letters have also been made available via RNS. Click on, or paste the following link into your web browser, to view the associated documents.

Letter from the Rt Hon Greg Clark MP to Melrose:

http://www.rns-pdf.londonstockexchange.com/rns/0044J_-2018-3-27.pdf

Letter from Melrose to the Rt Hon Greg Clark MP:

http://www.rns-pdf.londonstockexchange.com/rns/0044J_1-2018-3-27.pdf

Enquiries:

Important Notices

Capitalised terms used in this announcement but not defined have the meanings given to them in the Final Offer Document.

Takeover Code

As referred to in the letter from Melrose to the Secretary of State for Business, Energy and Industrial Strategy dated 14 March 2018, Melrose confirms that it has agreed the form of certain Post Offer Undertakings with the Takeover Panel. More detail on these undertakings is contained in a separate RNS announcement published today.

Financial Advisers

N M Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Melrose and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

RBC Europe Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Melrose and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Melrose and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Further Information

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Melrose pursuant to the Acquisition in any jurisdiction in contravention of applicable laws. The Offer will be implemented solely pursuant to the terms of the Original Offer Document, as amended by the Final Offer Document and the accompanying Form of Acceptance which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Original Offer Document, Final Offer Document, the New Prospectus Equivalent Document and the Form of Acceptance.

Notice to Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer or to execute and deliver the Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located.

This announcement has been prepared for the purpose of complying with English law and the City Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Important notice for US shareholders

This announcement does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Melrose does not intend to make a public offering of securities in the United States, but if undertaken any such public offering would need to be made by means of a prospectus that would contain detailed information about the company and management, as well as financial statements. The Offer is being made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder (including any applicable Tier II exemptions).

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.melroseplc.net by no later than 12 noon (London time) on the business day following the date of this announcement.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.