Provisional Allotment Letter FAQS

ACCESS TO THE MATERIALS

IMPORTANT: YOU MUST READ THE FOLLOWING DISCLAIMER BEFORE CONTINUING

ACCESS TO THE ANNOUNCEMENT (THE “MATERIALS”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. PERSONS INTENDING TO ACCESS THIS WEBSITE SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE MATERIALS. SUBJECT TO CERTAIN LIMITED EXCEPTIONS, THE MATERIALS ARE NOT DIRECTED AT, OR ACCESSIBLE BY, PERSONS RESIDENT IN THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

If you would like to view the materials, please read this notice carefully. This notice applies to all persons who view the materials and, depending on where you are located, may affect your rights or responsibilities. Melrose Industries PLC (the “Company”) reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this website.

Overseas Persons

As a consequence of certain legal and regulatory restrictions, the release, publication or distribution of information contained in the materials in certain jurisdictions or to certain persons may be restricted or unlawful. Any persons resident or located outside the United Kingdom who wish to access the materials must first satisfy themselves that they are not subject to any legal or regulatory requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable to them. If you are resident or located in a country that renders access to the materials or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view the materials. Unless otherwise determined by the Company and permitted by applicable law and regulation, it is not intended that the materials 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.

Subject to certain limited exceptions, the information contained in the materials is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. These materials do not constitute or form a part of an offer to sell or a solicitation to buy the securities of the Company referred to in such materials (the “Securities”) in the United States or any other jurisdiction where to do so would be unlawful. The Securities 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, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered directly or indirectly into the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with applicable state securities laws. The materials may not be taken or transmitted into Australia, Japan or South Africa and/or any other jurisdiction where the availability and/or receipt of the materials would breach any applicable law, or to any person in any of those jurisdictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of the United States, Australia, Japan, or South Africa and/or other jurisdictions (as applicable).

The materials are only addressed to and directed at persons in member states of the European Economic Area (other than the United Kingdom) who are ‘‘qualified investors’’ within the meaning of Article 2(1)(e) of the Prospectus Directive, as defined below (‘‘Qualified Investors’’). The materials must not be acted on or relied on in any member state of the European Economic Area (‘‘Member States’’) other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which the materials relate is available only to Qualified Investors in any Member State other than the United Kingdom, and any other persons who are permitted to engage in investment activity to which the materials relate pursuant to an exemption from the Prospectus Directive and other applicable legislation and will be engaged in only with such persons.

For the purposes of the above, the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and any amendments thereto (including Directive 2010/73/EU) to the extent implemented in each relevant Member State as at the date of the relevant materials) and includes any relevant implementing measure in each Member State which has implemented the Prospectus Directive.

The materials do not constitute an offer in Canada of New Melrose Shares not taken up in the Rights Issue. Subject to certain limited exceptions, no offering or sale of New Melrose Shares not taken up in the Rights Issue (including in connection with any sub-underwriting arrangement) may be made to or for the benefit of persons resident in Canada, and the materials and any other offering material relating to the New Melrose Shares may not be distributed, forwarded or transmitted for the benefit of persons resident in Canada in connection with the offering or sale of New Melrose Shares not taken up in the Rights Issue (including in connection with any sub-underwriting arrangement).

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 materials.

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

Nothing in the materials 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.

Responsibility

The materials speak only at the specified date in the materials. None of the Company, Investec Bank plc, J.P. Morgan Securities plc, J.P. Morgan Limited, Merrill Lynch International, Nomura International PLC or Evercore Partners International LLP (together, the “Representatives”) have, or accept, any responsibility or duty to update such materials (other than to the extent such duty arises as a matter of law).

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec Bank plc, J.P. Morgan Securities plc or J.P. Morgan Limited under FSMA or the regulatory regime established thereunder: (i) none of the Representatives or any of their respective affiliates, directors, officers employees accepts any responsibility, obligation or liability whatsoever and makes no representation, warranty or undertaking, express or implied, in relation to the contents of the materials, including their accuracy, completeness or verification (or the fairness of the information or opinions contained therein) or regarding the legality of any investment described therein by any person under the laws applicable to such person or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the subject matter of the materials; and (ii) each of the Representatives (and their respective affiliates, directors, officers employees) accordingly disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise in respect of the materials or any such statement.

The Representatives are acting exclusively for the Company and no-one else. They will not regard any other person as their respective clients and will not be responsible to any person other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the contents of the materials or any other matter referred to herein.

If you are in any doubt about the contents of the materials 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.

THE MATERIALS 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 the 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 the materials would constitute a violation of the relevant laws of such jurisdiction, you must click on the relevant option below and not attempt to view the materials. You may only access the materials if you can provide the following confirmations:

(i)         I certify that I am not (nor do I act on behalf of someone who is) resident, citizen or national of, or located in, the United States, Australia, Japan, South Africa or any other jurisdiction that renders the accessing of the materials or parts thereof illegal;

(ii)        The Company is lawfully entitled to make the content of the materials available to me under all applicable laws;

(iii)       I certify that I will not, and will not seek to, copy, forward, transfer or distribute the materials or any part thereof to any other person at any time;

(iv)       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

(v)        My attention has been drawn to the disclaimer set out above and I confirm that I am permitted to proceed to electronic versions of these materials

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