Intention to demerge
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Notice to United States investors
The shares of Dowlais Group plc (the “Dowlais Shares”), described in the circular that forms a part of the Materials, have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under any other relevant federal securities laws or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, in or into the United States at any time without registration or an applicable exemption from or in a transaction not subject to the registration requirements of the US Securities Act and in compliance with state securities laws. The Dowlais Shares may not be offered or sold within the United States or to, or for the account or benefit of, US persons except to qualified institutional buyers in reliance on Rule 144A under the US Securities Act, to a limited number of institutional “accredited investors”, as defined in Rule 501(a)(1), (2), (3), (4) or (7) under the US Securities Act (“Institutional Accredited Investor”), and to persons in offshore transactions in reliance on Regulation S (“Regulation S”) under the US Securities Act (together, the “Eligible US Holders”). Any recipient of Dowlais Shares pursuant to transactions that are exempt from the registration requirements of the US Securities Act may be required to make such acknowledgements and representations to, and agreements with, Melrose Industries PLC (the “Company”) as the Company may require to establish that they are Eligible US Holders. If you are an “accredited investor” as defined in Rule 501(a) under the US Securities Act but are not an Institutional Accredited Investor as defined herein, please contact the Company as soon as possible to discuss your options. The Dowlais Shares will not be transferred to any US Person (as defined under Regulation S) that, so far as the Company is aware, is not an Eligible US Holder, but will instead be sold in the market on behalf of the Company and the cash proceeds of such sale will be transferred to such US Person based on the number of the Dowlais Shares they would otherwise have been entitled to hold in connection with the demerger described in the circular that forms a part of the Materials.
The Dowlais Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act. Accordingly, holders of the Dowlais Shares are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of any of the Dowlais Shares held by them or for their account or benefit.
Information regarding forward-looking statements
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