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18 August 2021 17:01 Download the pdf

Capital Reduction, Return of Capital and Total Voting Rights

Melrose Industries PLC (the "Company") announces that the reduction of capital of the Company (the "Capital Reduction"), which was approved by the Company's shareholders at its general meeting held on 9 July 2021 and sanctioned by the High Court of England and Wales on 10 August 2021, became effective on 11 August 2021.

Expected Timetable of Principal Events

Following the Capital Reduction becoming effective, the expected timetable of principal events in relation to the Company's return of approximately £730 million in cash to Shareholders, equivalent to 15 pence per Existing Ordinary Share (the "Return of Capital"), is as follows. All references to time in this announcement are to London time:

  Time and Date
Filing of interim accounts with Companies House 23 August 2021
Existing Ordinary Share register closed and Existing Ordinary Shares
disabled in CREST
6.00 p.m. on 27 August 2021
Record Time for entitlement to B2 Shares and Share Consolidation 6:00 p.m. on 27 August 2021
Cancellation of listing of Existing Ordinary Shares 8:00 a.m. on 31 August 2021
New Ordinary Shares admitted to the Official List and trading
on the London Stock Exchange, ex entitlement to B2 Shares
8:00 a.m. on 31 August 2021
B2 Shares issued equal to number of Existing Ordinary Shares
held at the Record Time
8:00 a.m. on 31 August 2021
CREST accounts credited with New Ordinary Shares 8:00 a.m. on 31 August 2021
B2 Shares redeemed and cancelled 8:00 a.m. on 31 August 2021
Despatch of share certificates in respect of New Ordinary Shares 14 September 2021
Despatch of cheques and CREST accounts credited in respect
of proceeds from sale of fractional entitlements arising as a
result of the Share Consolidation
14 September 2021
Despatch of cheques and CREST accounts credited in respect
of proceeds from the redemption of the B2 Shares
14 September 2021

Issue of Equity and Total Voting Rights

As stated in the Company’s circular posted to shareholders on 22 June 2021 (the “Circular”), in order to effect the Share Consolidation, it is necessary for the Company to issue seven additional Ordinary Shares, so that the number of the Company’s existing Ordinary Shares is exactly divisible by 10.

Accordingly, applications have been made (i) to the Financial Conduct Authority (the "FCA") for seven new Ordinary Shares to be admitted to the premium listing segment of the Official List of the FCA, and (ii) to the London Stock Exchange for the admission of the seven new Ordinary Shares to trading on its main market for listed securities (together "Admission"). It is expected that Admission will take place at or around 8.00 a.m. (London time) on 26 August 2021. The new Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after Admission.

Following Admission, the Company will have 4,858,254,970 Ordinary Shares in issue, each with voting rights. Therefore, the Company hereby confirms that, following Admission, the total number of voting rights in the Company will be 4,858,254,970. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement shall have the same meaning as set out in the Circular.





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