Melrose Regulatory News (MRO)

LEI: 213800RGNXXZY2M7TR85

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

17 April 2018

Melrose Industries PLC ("Melrose")

 Melrose has received valid acceptances representing approximately 81.80 per cent. of the voting rights of GKN

Result of Mix and Match Facility in relation to Melrose's Offer for GKN plc ("GKN")

Update on Offer acceptances and anticipated cancellation of listing and trading of GKN Shares

As at 3.00 p.m. on 16 April 2018 Melrose had received acceptances of its Offer in respect of 1,406,130,769 GKN Shares, representing approximately 81.80 per cent. of the voting rights of GKN. Consequently, once the Offer has been declared wholly unconditional by 19 April 2018, Melrose intends to procure that GKN applies to the London Stock Exchange for the cancellation of the trading of GKN Shares on its main market for listed securities and the UKLA will be requested to cancel the listing of GKN Shares on the Official List.

The cancellation of listing and admission to trading of GKN Shares on the Official List and Main Market respectively is expected to take effect on or around 21 May 2018, being 20 Business Days from the date on which the Offer is expected to become wholly unconditional. Such cancellation of listing and admission to trading will significantly reduce the liquidity and marketability of any GKN Shares not assented to the Offer.

GKN Shareholders who have not accepted the Offer are urged to do so as soon as possible in accordance with the instructions set out in the Final Offer Document.

Melrose expects that the Offer will become wholly unconditional by no later than 19 April 2018.

Result of Mix and Match elections

At 1.00 p.m. on 16 April 2018, the Mix and Match Facility in relation to Melrose's Offer for GKN was closed. Valid "More Shares" Mix and Match Elections in respect of 215,373,608 GKN Shares, representing approximately 12.53 per cent. of the voting rights of GKN, and valid "More Cash" Mix and Match Elections in respect of 394,355,176 GKN Shares, representing approximately 22.94 per cent. of the voting rights of GKN, were made by GKN Shareholders.

The ability to satisfy "More Shares" and "More Cash" Mix and Match Elections was dependent upon other GKN Shareholders making equal and opposite elections.

GKN Shareholders who made valid "More Cash" Mix and Match Elections have had such elections scaled back. In respect of each GKN Share for which a valid "More Cash" Mix and Match Election was made and satisfied, GKN Shareholders will receive approximately 460.7 pence as set out in the Final Offer Document. GKN Shareholders who made valid "More Shares" Mix and Match Elections have had such elections satisfied in full.

Following closure of the Mix and Match Facility, any further GKN Shareholders who accept the Offer will do so in respect of the Base Consideration of 1.69 new Melrose Shares and 81 pence for every GKN share they own. GKN Shareholders who accept the Offer by 12:00pm on 18 April 2018 will receive the Melrose consideration shares to which they are entitled as soon as possible after Admission which is expected at 8:00am on 19 April 2018. The cash element of the consideration will be settled or despatched no later than 3 May 2018 in respect of valid acceptances by 12:00pm on 18 April 2018.

Full details of the Mix and Match Facility are set out in the Final Offer Document.

Enquiries:

Further details:

1. Level of acceptances

As at 3.00 p.m. on 16 April 2018 Melrose had received valid acceptances of its Offer in respect of 1,406,130,769 GKN Shares, representing approximately 81.80 per cent. of the voting rights of GKN. So far as Melrose is aware, none of these acceptances has been received from persons acting in concert with Melrose or in respect of shares subject to an irrevocable commitment or letter of intent.

The percentage of GKN Shares referred to in this announcement in respect of which valid acceptances have been received is based on there being a total of 1,718,920,839 GKN Shares in issue (excluding shares held in treasury).

2. Continuation of Offer

The Offer will remain open for acceptance until further notice, and not less than 14 calendar days' notice will be given in respect of the closure of the Offer.

All terms and conditions of the Offer, as set out in the Final Offer Document, continue to apply.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Final Offer Document. All times referred to are London time, unless otherwise stated.

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.

Notice to Overseas Shareholders

The release, publication or distribution of this announcement, the Original Offer Document, the First Form of Acceptance, the Original Prospectus Equivalent Document, the Final Offer Document, the Second Form of Acceptance or the New Prospectus Equivalent Document 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 a Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located.

Unless otherwise determined by Melrose or required by the City Code, and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in, into or from the United States or any other Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, the United States or any other Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement, the Original Offer Document, the First Form of Acceptance, the Original Prospectus Equivalent Document, the Final Offer Document, the Second Form of Acceptance or the New Prospectus Equivalent Document and any accompanying document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States or any other Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from the United States or any other Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Offer to GKN Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Any such person should read paragraph 16 of Part 1 of the Final Offer Document and Section D of Part 2 (if such person holds GKN Shares in certificated form) or Section E of Part 2 (if such person holds GKN Shares in uncertificated form) of the Original Offer Document and inform themselves of, and observe, any applicable legal or regulatory requirements.

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.