Management Resource Solutions Regulatory News (MRS)

20 September 2012

Results of Court and General Meetings

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

Recommended merger

of

Melrose Resources plc

and

Petroceltic International plc

TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT

UNDER PART 26 OF THE COMPANIES ACT 2006

Approval of Scheme of Arrangement at Court Meeting and General Meeting

On 17 August 2012, Melrose Resources plc ("Melrose") and Petroceltic International plc ("Petroceltic") announced that they had reached agreement on the terms of a recommended merger to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Merger"). A Scheme Circular containing, amongst other things, notices of the Court Meeting and the General Meeting, details of the Scheme and the terms and conditions of the Merger was posted to Melrose Shareholders on 24 August 2012.

The Directors of Melrose are pleased to announce that all the resolutions proposed at the Court Meeting and the General Meeting held earlier today were duly passed by the requisite majorities.

Court Meeting

The first meeting, convened in accordance with the order of the Court ("Court Meeting"), sought approval from the Melrose Shareholders for the Scheme through which the Merger is to be effected.

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.65 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme which was decided on a poll. The result of the poll was as follows:-

Of a total of 193 Scheme Shareholders who voted at the Court Meeting (in person or by proxy), 190 (approximately 98.43 per cent. in number) voted for and 3 (approximately 1.55 per cent. in number) voted against the resolution to approve the Scheme.

General Meeting

The special resolution to authorise the Directors of Melrose to take actions necessary to effect the Scheme, to reduce the capital of Melrose, to authorise the issue and allotment of new shares by capitalising the reserve arising from the reduction and to approve the amendment to Melrose's articles of association (by the adoption of a new article 7A - 'Scheme of Arrangement') was decided on a poll and the resolution was duly passed. The result of the poll was as follows:-

A vote withheld is not a vote in law and does not count in the total of votes cast.

Of a total of 189 Melrose Shareholders who voted at the General Meeting (in person or by proxy), 171 (approximately 90.47 per cent. in number) voted for, 9 (approximately 4.76 per cent. in number) voted against the special resolution and 9 (approximately 4.76 per cent. in number) withheld their vote.

Timetable and next steps

Completion of the Merger remains subject to the approval of the Merger by the Bulgarian Commission on Protection of Competition and the satisfaction or (if capable of waiver) waiver of the other Conditions (as set out in the Scheme Circular), including the sanction of the Scheme and the associated capital reduction by the Court.

The expected timetable for the Merger remains as set out on page 8 of the Scheme Circular. In order for the Scheme to become effective in accordance with its terms, the Court must now sanction the Scheme and confirm the Reduction of Capital at the Court hearing which is currently scheduled to take place on 9 October 2012. It is expected that the Scheme will become effective on 10 October 2012.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the associated Reduction of Capital and the date on which the Conditions are satisfied or (if capable of waiver) waived.

Suspension and Cancellation of trading in Melrose Shares

Prior to the Scheme becoming effective, Melrose will make an application to the London Stock Exchange for the cancellation of the Melrose Shares from trading on the Official List of the United Kingdom Listing Authority and the main market of the London Stock Exchange. Accordingly, it is expected that trading in the Melrose Shares on the Official List of the United Kingdom Listing Authority and the main market of the London Stock Exchange will be suspended by 8.00 a.m. (London time) on 8 October 2012 and that, if the Scheme is sanctioned by the Court and the other conditions to the Scheme and the Merger (other than delivery of the Court Order to the Registrar of Companies in England and Wales) are satisfied or waived, the admission of the Melrose Shares to trading on the Official List of the United Kingdom Listing Authority and the main market of the London Stock Exchange will be cancelled by 8.00 a.m. (London time) on 11 October 2012. The last day for dealings in, and for registration of transfers in Melrose Shares will therefore be 5 October 2012.

Unless the context otherwise requires, terms defined in the Scheme Circular shall have the same meaning in this announcement.

Enquiries:

Lambert Energy Advisory, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of Lambert Energy Advisory nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

N+1 Brewin, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of N+1 Brewin nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

HSBC, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Melrose and for no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Melrose for providing the protections afforded to clients of HSBC nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for Petroceltic in connection with the Merger and for no one else and will not be responsible to anyone other than Petroceltic for providing the protections afforded to its clients or for providing advice in relation to the Merger.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as nominated adviser and ESM Adviser to Petroceltic under the AIM Rules and the ESM Rules respectively and no one else in connection with the Merger and this announcement and will not be responsible to anyone other than Petroceltic for providing the protections afforded to clients of Davy nor for providing advice in relation to the Merger or this announcement or any matter referred to herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Melrose or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Melrose and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Melrose or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Melrose or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Melrose or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Melrose and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Melrose or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Melrose and by any offeror and Dealing Disclosures must also be made by Melrose, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Overseas jurisdictions

The availability of the New Petroceltic Shares in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom and Ireland may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom or Ireland should inform themselves about, and observe, any applicable restrictions. Melrose Shareholders and Petroceltic Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the 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.

Notes to US investors

Shareholders in the United States should note that the Merger relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in the Scheme Circular and the Admission Document has been prepared in accordance with accounting standards applicable in the UK and Ireland and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Melrose is organised under the laws of England and Petroceltic is organised under the laws of Ireland. All of the officers and directors of Melrose and Petroceltic are residents of countries other than the United States. It may not be possible to sue Melrose and Petroceltic in a non-US court for violations of US securities laws. It may be difficult to compel Melrose, Petroceltic and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

Publication on website

Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the Melrose website at www.melroseresources.com, up to and including the Effective Date.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

National Storage Mechanism

In accordance with paragraph 9.6.2 of the Listing Rules, a copy of all resolutions passed at the Court Meeting and the General Meeting will shortly be available for inspection at the Financial Services Authority's National Storage Mechanism which can be accessed at www.hemscott.com/nsm.do.