Melrose Regulatory News (MRO)

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

31 August 2021

MELROSE INDUSTRIES PLC

Return of Capital, Share Consolidation and Total Voting Rights

Further to the circular in relation to the Company's return of approximately £730 million in cash to Shareholders (the "Return of Capital"), posted to shareholders on 22 June 2021 (the "Circular"), and the passing of all the required resolutions by shareholders at the general meeting held on 9 July 2021, Melrose Industries PLC (the "Company") announces, that the issue, redemption and cancellation of the B2 Shares relating to the B2 Share Scheme will occur at 8.00 a.m. today.

No application has been, nor will be, made to the FCA or to the LSE, respectively, for any of the B2 Shares to be admitted to the Official List or to trading on the LSE's main market for listed securities, nor will the B2 Shares be listed or admitted to trading on any other recognised investment exchange.

No share certificates will be issued in respect of the B2 Shares and no CREST accounts will be credited with B2 Shares.

Share Consolidation

With effect from 8.00 a.m. today, 31 August 2021, the New Ordinary Shares will be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market of the LSE. The listing of the Company's Existing Ordinary Shares will therefore be cancelled with effect from 8.00 a.m. today, 31 August 2021. Share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that by 14 September 2021, the Company will despatch share certificates in respect of the New Ordinary Shares to those Shareholders who held their Existing Ordinary Shares in certificated form. Until such time Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares for record purposes only.

Shareholders who held their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 a.m. today (or as soon as possible thereafter).

Total Voting Rights

Following the completion of the Share Consolidation and redemption and cancellation of the B2 Shares at 8.00 a.m. today, the Company will have 4,372,429,473 New Ordinary Shares in issue, each with voting rights. Therefore, the Company hereby confirms that the total number of voting rights in the Company will be 4,372,429,473. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

 miles@montfort.london / mcmullen@montfort.london

Important Notices

Capitalised terms used in this announcement which are not otherwise defined in this announcement have the same meaning as in the Circular. All references to time in this announcement are to London time.

The release, publication or distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any such restrictions.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This announcement does not constitute an invitation to participate in the B2 Share Scheme in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise or where such offer would require a prospectus to be published. Neither this announcement, nor any other document issued in connection with the proposed return of capital to Shareholders, may be issued or distributed to any person except under circumstances which do not constitute an offer to the public under applicable securities laws.