ACCESS TO THE DOCUMENT

If you would like to view this document, please read this notice carefully. This notice applies to all persons who view the document and, depending on where you are located, may affect your rights or responsibilities. Melrose reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you view the document. In addition, the contents of the document may be amended at any time in whole or in part at the sole discretion of Melrose.

Access to this document may be restricted under securities laws in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction), before you may obtain access to this document. These materials are for information purposes only and, in particular, are not directed at or accessible by persons resident in the United States, Canada, Australia, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

IMPORTANT INFORMATION
On 28 June 2011 Melrose PLC (“Melrose”) announced a possible offer for Charter (“Charter”). As a result of the possible offer, the receipt of the information in this document by persons resident in the United States, Japan, Australia or Canada may be affected by the laws of those jurisdictions. Accordingly this information is only being made available to persons resident in a permitted jurisdiction. There is no certainty that an offer by Melrose for Charter will be forthcoming. The information contained in this document is made available for information purposes only and is subject to the terms and conditions set out below.

The full terms and conditions of an offer, if made, will be set out in a formal Offer Document or, if such offer is to be implemented by way of a scheme of arrangement, in a Scheme Document. Any such offer, if made, will be made solely by the Offer Document or Scheme Document, as the case may be, which if issued will contain the full terms and conditions of such offer, including details of how the offer may be accepted by Charter Shareholders. If an offer is made, Melrose also expects to issue a prospectus in connection with the offer. For all enquiries relating to an offer, please contact Ann-marie Wilkinson at M:Communications on +44 (0) 20 7920 2330.

Overseas Persons
As a consequence of legal restrictions, the release, publication or distribution of information contained in the document in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view the document must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of the document or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view the document. Unless otherwise determined by Melrose and permitted by applicable law and regulation, it is not intended that the materials document be accessible by persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

The information in the document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of an offer of securities for sale in the United States. Melrose shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the document.

You should not forward, transmit or show the announcements, information or documents contained in the document to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Nothing in the document constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities in any jurisdiction in which such offer or solicitation is unlawful.

Forward looking statements
This document may include certain “forward looking statements” with respect to the business, strategy and plans of Melrose and its expectations relating to the acquisition and its future financial condition and performance. Statements that are not historical facts, including statements about Melrose’s or its management's beliefs and expectations, are forward looking statements. Words such as “believes”, “anticipates”, “estimates”, “expects”, “intends”, “aims”, “potential”, “will”, “would”, “could”, “considered”, “likely”, “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur.

Factors that could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements made by Melrose or on its behalf include, but are not limited to, general economic conditions in the United Kingdom, the United States or elsewhere; legal proceedings or complaints; changes in competition and pricing environments; or an inability to implement the strategy of the combined company or achieve the acquisition benefits set out herein.

Forward-looking statements only speak as of the date on which they are made, and the events discussed herein may not occur. Subject to compliance with applicable law and regulation, Melrose undertakes no obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in the document is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Melrose as appropriate.

Responsibility
In relation to the document you are accessing the only responsibility accepted by the directors of Melrose (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation unless expressly provided otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant information contained in this document and not for any other information on the website.

None of the Responsible Persons, Melrose and its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

This document speaks only at the specified date in the document and Melrose has, and accepts, no responsibility or duty to update such document (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of the document or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent Financial adviser.

THIS DOCUMENT MAY NOT BE DOWNLOADED EITHER IN WHOLE OR IN PART BY ANY PERSON IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

If you are resident or located in any jurisdiction into which distribution of these materials would constitute a violation of the relevant laws of such jurisdiction, you must click on the relevant box below and not attempt to view this document. You may only access the document if you can provide the following confirmations:

  1. I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the document or parts thereof illegal;
  2. Melrose is lawfully entitled to make the content of the document available to me under all applicable laws;
  3. I certify that I will not print, download, or otherwise seek to copy, forward, transfer or distribute these materials to any other person at any time; .
  4. I represent and warrant to Melrose that I intend to access the document for information purposes only;
  5. I have read and understood this notice, I understand that it may affect my rights or responsibilities and I agree to be bound by its terms; and
  6. My attention has been drawn to the disclaimer on page 1 of the document.

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