Management Resource Solutions Regulatory News (MRS)

18 Oct 2007 10:22

Melrose Resources PLC18 October 2007 FOR IMMEDIATE RELEASE 18 October 2007 MELROSE RESOURCES PLC ("Melrose" or "the Company") Bond offering to raise €250 million THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANYOTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLELAW. Melrose Resources plc (LSE: MRS), the oil and gas exploration, development andproduction company, today announces that it intends to make an offering (the"Offering") to institutional investors of approximately €250 million SeniorSubordinated Notes due in 2015 ("the Notes"). The Notes will be seniorsubordinated unsecured obligations of the Company. A rating process is being completed for the Notes and the amount and final termsof the Offering will be dependent upon prevailing market conditions. The proceeds from the Notes will be used to refinance the existing indebtednessof the Company and will provide additional working capital to enable Melrose tosupport its projected exploration and development programme. Application will be made for the Notes to be admitted to trading on the EURO MTFMarket of the Luxembourg Stock Exchange. A further announcement regarding the Offering will be made in due course. For further information please visit www.melroseresources.com or contact: Melrose Resources plc 0131 221 3360David Thomas, Chief ExecutiveRobert Adair, Executive ChairmanMunro Sutherland, Finance DirectorBuchanan Communications 0207 466 5000Ben WilleyMiranda HighamTim Thompson THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THEUNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933,AS AMENDED ("REGULATION S"). THIS ANNOUNCEMENT IS NOT AN OFFER TO SELLSECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THEREBE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULDBE UNLAWFUL. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN ANDWILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIESACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATESABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO BUY OR THE SOLICITATION OF AN OFFER TO BUY ANY NOTES. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (I) ARE OUTSIDE THE UNITEDKINGDOM OR (II) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TOINVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETSACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (III) ARE PERSONSFALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEINGREFERRED TO AS "RELEVANT PERSONS"). THIS COMMUNICATION MUST NOT BE ACTED ON ORRELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENTACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANTPERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT ANDANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIEDINVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE DIRECTIVE 2003/71/EC(THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"). ANY PERSON IN THE EEA WHOACQUIRES THE SECURITIES IN ANY OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER OF THESECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS AQUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED ANDAGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ONBEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS OR PERSONS IN THE UKAND OTHER MEMBER STATES (WHERE EQUIVALENT LEGISLATION EXISTS) FOR WHOM THEINVESTOR HAS AUTHORITY TO MAKE DECISIONS ON A WHOLLY DISCRETIONARY BASIS, NORHAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THEEEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BYMELROSE RESOURCES PLC OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUSDIRECTIVE. MELROSE RESOURCES PLC AND ITS AFFILIATES, AND OTHERS WILL RELY UPONTHE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATIONS AND AGREEMENTS. This information is provided by RNS The company news service from the London Stock Exchange