26 January 2016
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Update On Proposed Return Of Capital And Share Capital Consolidation
Further to the announcement on 29 December 2015, Melrose Industries PLC (“Melrose”) announces that the ratio to be used for the proposed Share Capital Consolidation has been set by reference to today’s closing middle-market price of 281.0 pence per ordinary share (the “Existing Ordinary Shares”). Subject to the Proposed Return of Capital being approved by the Court at the hearing due to take place at 10.30 a.m. on 27 January 2016, Shareholders will receive 7 new ordinary shares of 48/7 pence each (the “New Ordinary Shares”) for every 48 Existing Ordinary Shares held at the record date for the Share Capital Consolidation, being 6.00 p.m. on 27 January 2016.
Shareholders will continue to own approximately the same proportion of Melrose shares immediately after the Share Capital Consolidation as they did immediately before it, subject to allowance for fractional entitlements. Fractional entitlements shall be aggregated and sold in the market. The aggregate proceeds of sale of such fractional entitlements, net of commission, shall be donated by Melrose to charities chosen by the Board.
In order to ensure that no outstanding fractional amount of a New Ordinary Share exists upon the Share Capital Consolidation becoming effective, 26 Existing Ordinary Shares of one penny each have been allotted and issued to Investec Bank plc at a price of 281.0 pence per Existing Ordinary Share, being today’s closing middle-market price. These Existing Ordinary Shares will be subject to the Share Capital Consolidation but will not be entitled to participate in the Proposed Return of Capital.
The Share Capital Consolidation is expected to take effect at 8.00 a.m. on 28 January 2016, after confirmation that the Proposed Return of Capital has been approved by the Court. Following the Share Capital Consolidation, 145,134,353 New Ordinary Shares of 48/7 pence each will be admitted to the Official List and to trading on the main market of the London Stock Exchange from 8.00 a.m. on 28 January 2016. Shareholders are reminded that, as previously announced, trading of Existing Ordinary Shares on the London Stock Exchange's main market for listed securities and the listing of Existing Ordinary Shares on the Official List will be temporarily suspended with effect from 7.30 a.m. tomorrow. Dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 28 January 2016.
Unless otherwise defined in this announcement, defined terms used have the meaning given to them in the circular posted to Shareholders on 6 October 2015.
All references in this announcement to times are to London time unless otherwise stated.
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