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REG - Melrose Ind PLC - Proposed recommended acquisition of Nortek, Inc <Origin Href="QuoteRef">MRON.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSF3702Da 

•     the passing without amendment (or with such amendment as the Joint
Bookrunners and the Company may agree in writing) of the Transaction
Resolutions at the Melrose General Meeting (or at such later time and date as
the Joint Bookrunners and the Company may agree in writing); 
 
•     the Underwriting Agreement having become unconditional in all respects
(save for the condition relating to Admission) and not having been terminated
in accordance with its terms; and 
 
•     Admission having occurred by not later than 8.00 a.m. on 9 August 2016
(or such later time and date as may be agreed between the Joint Bookrunners
and the Company in writing). 
 
In order to minimise the risk of Melrose raising funds pursuant to the Rights
Issue but the Acquisition not completing, the Provisional Allotment Letters
will only be despatched to Qualifying Non-CREST Shareholders, the Nil Paid
Rights will only be credited to the CREST stock accounts of Qualifying CREST
Shareholders and Admission will only occur following the expiry of the Window
Shop Deadline on 6 August 2016, without the acceptance by Nortek of a Superior
Proposal. As such, it is expected that: (a) the Provisional Allotment Letters
will be despatched to Qualifying Non-CREST Shareholders (other than those
having an address in the United States or any Excluded Territory) on 8 August
2016; and (b) the CREST stock accounts of Qualifying CREST Shareholders (other
than those having an address in the United States or any Excluded Territory)
will be credited with the relevant entitlement to Nil Paid Rights as soon as
practicable after 8.00 a.m. on 9 August 2016. 
 
The Rights Issue is not conditional upon Completion or on drawdown pursuant to
the New Facilities Agreement. 
 
If Completion occurs, the Acquisition, related expenses and the repayment of
part of the existing debt of the Nortek Group will be funded by the Rights
Issue proceeds (net of commissions and expenses) (approximately £1,611 million
($2,102 million(1)). The balance of the debt repayment will be funded through
new debt of approximately $780 million (£598 million(1)) from the proceeds of
loans pursuant to the New Facilities Agreement, which has been entered into
with the Company's relationship banks, and which will replace the Company's
Existing Facility. 
 
In the unlikely event that the Rights Issue proceeds but the Acquisition does
not complete, the Melrose Directors' current intention is that the net
proceeds of the Rights Issue will be invested on a short-term basis while the
Melrose Directors evaluate other acquisition opportunities and, if no
acquisitions can be found on acceptable terms, the Melrose Directors will
consider how best to return surplus capital to Melrose Shareholders in a
timely manner. Such a return could carry fiscal costs for certain Melrose
Shareholders, will have costs for Melrose and would be subject to applicable
securities laws. 
 
Applications will be made to the UKLA for the New Melrose Shares (issued in
connection with the Rights Issue) to be admitted to the premium segment of the
Official List and to the London Stock Exchange for admission to trading of the
New Melrose Shares on its main market for listed securities. It is currently
expected that Admission of the New Melrose Shares will become effective and
that dealings (for normal settlement) in the New Melrose Shares will commence
on the London Stock Exchange, nil paid, at 8.00 a.m. on 9 August 2016
(whereupon an announcement will be made by the Company to a Regulatory
Information Service). 
 
The results of the Rights Issue, including the aggregate number of New Melrose
Shares issued and the aggregate amount raised, net of commissions and
expenses, is expected to be announced by Melrose through a Regulatory
Information Service by 8.00 a.m. on 24 August 2016. 
 
The Melrose Shares are currently (and it is expected that the New Melrose
Shares will be) admitted to the premium segment of the Official List and to
trading on the London Stock Exchange's main market for listed securities. As
the Acquisition constitutes a reverse takeover under the Listing Rules, upon
Completion, the listing of Melrose Shares on the premium segment of the
Official List will be cancelled. Further applications will be made to the UKLA
for the Melrose Shares (at such time comprising the Existing Melrose Shares
and the New Melrose Shares) to be re-admitted, upon Completion, to the
standard segment of the Official List and to the London Stock Exchange for the
re-admission, upon Completion, of the Melrose Shares to trading on its main
market for listed securities. It is currently expected that Re-admission will
become effective post Completion at 8.00 a.m. on 31 August 2016 (whereupon an
announcement will be made by the Company to a Regulatory Information Service).
However, the timing of Completion, and therefore Re-admission, is dependent on
the timing of the satisfaction (or waiver where applicable) of the conditions
to the Tender Offer, as agreed in the Merger Agreement. 
 
Should Completion not occur, subject to the passing of resolution 4 set out in
the Notice of General Meeting (which is included within the Circular and will
shortly be posted to Melrose Shareholders), the listing of the Melrose Shares
will nevertheless be transferred from the premium segment to the standard
segment of the Official List on 10 October 2016, whereupon an announcement
will be made by the Company to a Regulatory Information Service. 
 
Melrose Shareholders who hold their Melrose Shares in certificated form and
who take up their entitlement to New Melrose Shares in part or in full are
expected to receive definitive share certificates in respect of their New
Melrose Shares by no later than 1 September 2016. 
 
The Rights Issue has been fully underwritten on the basis set out in the
Underwriting Agreement. 
 
The Underwriters have agreed under the terms of the Underwriting Agreement to
procure subscribers for the New Melrose Shares not taken up in the Rights
Issue at the Rights Issue Price, failing which the Underwriters shall
themselves severally (and not jointly or jointly or severally) subscribe for
(or their sub-underwriters shall subscribe for) such New Melrose Shares. 
 
It is anticipated that Melrose's unaudited results for the six months ended 30
June 2016 and Nortek's unaudited report covering the six months ended 3 July
2016 shall be released prior to the latest date and time for acceptance of the
Nil Paid Rights and, in each such case, a supplementary prospectus shall be
published. Should such supplementary prospectuses be published after
Admission, investors should refer to those sections of the Prospectus and of
each supplementary prospectus which detail investors' rights of withdrawal. 
 
Foreign exchange hedging arrangements have been entered into by the Melrose
Group with respect to the Rights Issue proceeds received in pounds sterling,
in order to mitigate the foreign exchange risk and to provide funds in US
dollars at Completion. Such arrangements are contingent upon the receipt of
the Rights Issue proceeds and, subject to certain exceptions, the Merger
Agreement not having been terminated in accordance with its terms. 
 
5. Use of Proceeds 
 
If Completion occurs, the Rights Issue proceeds (net of commissions and
expenses) will be applied to fund the Acquisition, related expenses and to
repay part of the existing debt of the Nortek Group. The balance of the debt
repayment will be funded through new debt of approximately $780 million (£598
million(1)) from the proceeds of loans pursuant to the New Facilities
Agreement, which has been entered into with the Company's banks, and which
will replace the Company's Existing Facility. 
 
The expenses related to the Acquisition are expected to be approximately £19
million in aggregate. 
 
6. Standard Listing 
 
As the Acquisition constitutes a reverse takeover under the Listing Rules,
upon Completion, the listing of Melrose Shares on the premium segment of the
Official List will be cancelled. The Melrose Shares will not be eligible for
re-admission to the premium segment of the Official List, as the latest
balance sheet date for which audited consolidated historical financial
information for Nortek can be provided is more than six months prior to the
date of the Prospectus, contrary to the Premium Listing requirements in
Chapter 6 of the Listing Rules. Further application will be made to the UKLA
for the Melrose Shares (at such time comprising the Existing Melrose Shares
and the New Melrose Shares) to be re-admitted to the standard segment of the
Official List. 
 
It is currently expected that Re-admission will become effective post
Completion at 8.00 a.m. on 31 August 2016 (or in any case no earlier than 20
Business Days from the date of the General Meeting) (whereupon an announcement
will be made by the Company to a Regulatory Information Service). 
 
Should Completion not occur, subject to the passing of resolution 4 set out in
the Notice of General Meeting (which is included within the Circular and will
shortly be posted to Melrose Shareholders), the listing of the Melrose Shares
will nevertheless be transferred from the premium segment to the standard
segment of the Official List on 10 October 2016, whereupon an announcement
will be made by the Company to a Regulatory Information Service. 
 
Following Re-admission with, or transfer to, a Standard Listing, the Directors
intend to seek a Premium Listing for Melrose as soon as reasonably
practicable, subject to meeting the eligibility criteria contained in Chapter
6 of the Listing Rules. Whilst Melrose has a Standard Listing, it intends to
comply on a voluntary basis with the provisions of Chapters 7 to 13 of the
Listing Rules notwithstanding that (other than Listing Principles 1 and 2)
they only apply to companies which obtain a Premium Listing. Melrose shall
give not less than 20 Business Days' notice of any anticipated transfer to a
Premium Listing by publishing an announcement to a Regulatory Information
Service. 
 
7. Financial effects of implementing the Acquisition 
 
On a pro forma basis and assuming that the Acquisition, the Rights Issue, the
repayment of Nortek's existing debt and borrowings pursuant to the New
Facilities Agreement and the Return of Capital had each been completed on 31
December 2015, the Enlarged Group would have had net assets of £2,048.5
million at that date (based on the net assets of the Melrose Group and the
Nortek Group as at 31 December 2015). On a pro forma basis, and assuming the
Acquisition (including the payment of related costs) and the sale of the
Elster Group had completed on 1 January 2015, the Enlarged Group would have
made a headline operating profit of £164.8 million for the year ended 31
December 2015 (based on the income statements of the Melrose Group and the
Nortek Group for the year ended 31 December 2015). 
 
The Melrose Board expects that the Acquisition will be significantly accretive
to headline(3) earnings per share in the first full financial year of
ownership (2017) and thereafter (7). 
 
8. Information relating to Nortek 
 
Nortek is a corporation organised under the laws of the State of Delaware.
Nortek's common stock trades on the NASDAQ Global Market under the symbol
''NTK'' and Nortek's market capitalisation as at the Latest Practicable Date
was $1,044 million (£800 million(1)). Nortek's common stock is divided into
90,000,000 authorised shares of $0.01 par value, with 16,008,461 Nortek Shares
in issue as at the Latest Practicable Date, and preferred stock of 10,000,000
authorised shares of $0.01 par value, of which there were none issued and
outstanding as at the same date. 
 
Nortek was founded in 1967 with the view of forming alliances between a number
of smaller companies who could benefit from operating as part of a larger
group. Originally listed on the New York Stock Exchange, Nortek was taken
private in 2003 by Kelso & Company, L.P., a New York-based private equity
firm, before being acquired in 2004 by Thomas H Lee Partners, a Boston-based
private equity firm, for $1.75 billion. Between 2007 and 2009, Nortek's
revenue declined by 24% and in October 2009, as part of a financing
restructuring plan, Nortek entered into chapter 11 bankruptcy. Following a
debt to equity restructuring, Nortek emerged from bankruptcy in December 2009
having eliminated approximately $1.3 billion of debt. Nortek was listed on the
NASDAQ Global Market on 15 November 2011. Following a large number of
acquisitions and disposals, the Nortek Group is now a global, diversified
industrial group that leverages its strong brands, design and manufacturing
capabilities and business system to deliver industry-leading innovative
solutions for lifestyle improvement at home and at work. The Nortek Group
manufactures and sells a wide variety of products principally for the
remodelling and replacement markets, the residential and commercial new
construction markets, the manufactured housing market and the personal and
enterprise computer markets, primarily in the United States, Canada and
Europe, with additional manufacturing in China and Mexico. 
 
By combining superior sales and customer service support with broad product
lines, worldwide distribution channels and strong brands, many of Nortek's
companies have become leaders in their respective markets, with products in
80%(8) of US homes and a good presence in US offices and educational and
healthcare facilities. Nortek believes that, based on revenues, it is one of
the leading US suppliers of indoor air quality products and one of the largest
suppliers of HVAC products for manufactured homes in the United States and
Canada. 
 
9. Financial information relating to Nortek 
 
The selected financial information set out below has, unless otherwise stated,
been extracted without material adjustment from: (i) the historical financial
information of the Nortek Group for the financial years ended 31 December
2015, 31 December 2014 and 31 December 2013, prepared under IFRS using
policies which are consistent with those used in preparing the latest audited
consolidated financial statements of the Melrose Group and covered by the
accountant's report thereon; and (ii) the unaudited quarterly financial
statements of the Nortek Group for the first quarter ending 2 April 2016,
published on 12 May 2016 and prepared in accordance with US GAAP. 
 
                                                               For the first quarter ended  
 $m                                                            2 April 2016                 28 March 2015  
                                                               Unaudited                    Unaudited      
 Net sales                                                     613.9                        572.7          
 Operating earnings                                            28.9                         7.7            
 Net interest expense                                          (23.7)                       (27.2)         
 Earnings/(loss) before provision/(benefit) from income taxes  5.2                          (19.5)         
 Total assets                                                  2,149.4                      2,130.4        
 Total liabilities                                             2,131.0                      2,118.1        
 Total equity                                                  18.4                         12.3           
 
 
                               For the year ended  
 $m                            31 Dec 2015         31 Dec 2014  31 Dec 2013  
 Revenue                       2,526.1             2,546.1      2,287.9      
 Operating profit              93.8                40.7         85.9         
 Headline(3) operating profit  220.1               220.4        184.5        
 Loss before tax               (21.8)              (71.4)       (17.0)       
 Total assets                  2,127.0             2,162.8      1,912.7      
 Total liabilities             2,109.8             2,119.2      1,826.5      
 Total equity                  17.2                43.6         86.2         
 
 
10. Nortek Board Recommendation and Tender and Support Agreements in respect
of the Acquisition 
 
The Nortek Board intends to unanimously recommend that Nortek Shareholders
tender their Nortek Shares to MergerCo pursuant to the Tender Offer. The
Nortek Board has, subject to their fiduciary duties and there being no
development or change at any time prior to the Tender Offer Expiration Date
that Nortek (not including a Superior Proposal) becomes known to the Nortek
Board after the date of the Merger Agreement, but which was not known (and
reasonably should not have been known) to the Nortek Board as the date of the
Merger Agreement, agreed to include in its Schedule 14D-9, among other things,
that the Tender Offer is fair to and in the best interests of Nortek and its
shareholders and that it approves the Tender Offer and unanimously recommends
that Nortek Shareholders tender their Nortek Shares into the Tender Offer. 
 
In connection with the Tender Offer and the Merger, certain stockholders of
Nortek have entered into Tender and Support Agreements which govern the
conditions upon which such stockholders shall tender their Nortek Shares
pursuant to the Tender Offer and obliging such stockholders to support the
Tender Offer and the Merger. Such Tender and Support Agreements have been
entered into by each of Ares Management, Gates Capital Management and
Anchorage Capital (amounting in aggregate to approximately 68.7% of the total
share capital of Nortek as at the Latest Practicable Date). The undertakings
pursuant to the Tender and Support Agreements will cease to be binding if the
Merger Agreement is terminated. 
 
11. Current Trading 
 
On 11 May 2016, the Company published a trading statement, an extract of which
is set out below: 
 
"Current trading in Melrose in 2016 is in line with expectations, with Brush
performing satisfactorily this year." 
 
There has been no change to the Melrose Board's expectations since the
publication of the trading statement on 11 May 2016. 
 
On 12 May 2016, Nortek published commentary on its financial results for the
first quarter ended 2 April 2016, extracts of which are set out below: 
 
" Nortek  started the year with positive momentum, posting solid first quarter
financial performance led by market demand, innovation across  its  businesses
and the benefits of  its  transformation efforts." 
 
" Nortek  were especially pleased to deliver strong organic net sales growth
of 8% and organic adjusted EBITDA growth of 31% over the prior year period.
Strength was broad-based, with Air Quality, Security, Ergonomics and HVAC all
posting double-digit organic net sales growth compared to last year. In  its 
HVAC business,  Nortek  continue to be encouraged by the order trends and
 its  delivery performance is tracking well. Benefitting from  Nortek's 
restructuring efforts and the discontinuation of unprofitable product lines,
 its  Custom Air and AV businesses delivered meaningful year-over-year
improvements in segment adjusted operating earnings in the first quarter." 
 
There has been no change to the Board's expectations of Nortek since the
publication of the commentary on 12 May 2016. 
 
12. Melrose General Meeting 
 
Due to its size, the Acquisition is a reverse takeover and constitutes a class
1 transaction for Melrose under the Listing Rules. As such, Melrose is seeking
the approval of Melrose Shareholders for the Acquisition. 
 
Melrose Shareholders will also be asked to authorise the allotment of the New
Melrose shares to be issued pursuant to the Rights Issue. 
 
In addition, Melrose is seeking the approval of Melrose Shareholders for the
cancellation of the listing of the Melrose Shares on the premium segment of
the Official List and the re-admission or transfer of the Melrose Shares to
the standard segment of the Official List and to trading on the London Stock
Exchange's main market for listed securities. 
 
Accordingly, the Melrose General Meeting has been convened at the offices of
Investec Bank plc, 2 Gresham Street, London EC2V 7QP at 11.00 a.m. on 25 July
2016. 
 
13. 2012 Incentive Plan 
 
Your attention is drawn to the fact that awards under the 2012 Incentive Plan
are due to crystallise in May 2017. In light of the Acquisition, it is the
Board's intention that, following such crystallisation, the Company shall put
in place a new long-term incentive arrangement. It is envisaged that any new
long-term incentive plan will be on identical terms, in all material respects,
to the 2012 Incentive Plan and will therefore directly align executive
Directors' and senior management's remuneration with that of shareholders, by
linking remuneration directly to any growth in shareholder value. The Company
shall provide further details on, and seek shareholder approval of, the new
plan in due course. 
 
14. Further information 
 
Further details in relation to the Acquisition and Rights Issue will be set
out in the Prospectus and Circular which will be published or posted (as
applicable) shortly. Melrose Shareholders' attention is drawn, in particular,
to the risk factors included in these documents. 
 
1) Converted into pounds sterling at the exchange rate as at the Latest
Practicable Date, being $1:£0.77. 
 
2) Headline operating profit before depreciation, calculated using results for
the 12 months ended 2 April 2016. 
 
3) Before exceptional costs, exceptional income and intangible asset
amortisation (''headline''). 
 
4) Market positions based on Nortek management estimates. 
 
5) Calculated as net debt divided by adjusted EBITDA. 
 
6) Based upon the Enlarged Group's pro forma headline operating profit. 
 
7) Nothing in this announcement is intended to be, or is to be construed as, a
profit forecast or to be interpreted to mean that earnings per Melrose Share
for the current or future financial years, or those of the Enlarged Group,
will necessarily match or exceed the historical earnings per Melrose Share. 
 
8) Based on Nortek management estimates. 
 
APPENDIX I 
 
Expected timetable of principal events1 
 
                                                                                                                                                                                                                                                                                                                                                                                                                                                          Time and Date                                                             
 Announcement of the Acquisition and Rights Issue.......................................................                                                                                                                                                                                                                                                                                                                                                  6 July 2016                                                               
 Publication of the Prospectus and posting of the Circular, the Notice of General Meeting and the Form of Proxy.............................................................................................                                                                                                                                                                                                                                              6 July 2016                                                               
 Tender Offer commences in the US/ Tender Offer Document is filed with the SEC.                                                                                                                                                                                                                                                                                                                                                                           By no later than 11 July 2016                                             
 Nortek to file Recommendation Statement on Schedule 14D-9, in which the Nortek Board recommends acceptance of the Tender Offer.........................................                                                                                                                                                                                                                                                                                  By no later than 11 July 2016                                             
 Latest time and date for receipt of the Form of Proxy......................................................                                                                                                                                                                                                                                                                                                                                              11.00 a.m. on 21 July 2016                                                
 Melrose General Meeting....................................................................................................                                                                                                                                                                                                                                                                                                                              11.00 a.m. on 25 July 2016                                                
 Rights Issue Record Date....................................................................................................                                                                                                                                                                                                                                                                                                                             Close of business on 4 August 2016                                        
 Window Shop Deadline........................................................................................................                                                                                                                                                                                                                                                                                                                             11.59 p.m. (New York time) on 6 August 2016                               
 Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only) (2).............................................................................................................                                                                                                                                                                                                                                                   8 August 2016                                                             
 Publication of notice in the London Gazette......................................................................                                                                                                                                                                                                                                                                                                                                        9 August 2016                                                             
 Existing Melrose Shares marked "ex" by the London Stock Exchange........................                                                                                                                                                                                                                                                                                                                                                                 8.00 a.m. 9 August 2016                                                   
 Admission of, and dealings (for normal settlement) commence in, New Melrose Shares, nil paid, on the London Stock Exchange..........................................................                                                                                                                                                                                                                                                                     8.00 a.m. 9 August 2016                                                   
 Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)(2).............................................................................................................                                                                                                                                                                                                                                                 As soon as practicable after 8.00 a.m. 9 August 2016                      
 Nil Paid Rights and Fully Paid Rights enabled in CREST.............................................                                                                                                                                                                                                                                                                                                                                                      As soon as practicable after 8.00 a.m. 9 August 2016                      
 Recommended latest time for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e., if your Nil Paid Rights and Fully Paid Rights are in CREST and you wish to convert them to certificated form)............................................                                                                                                                                                                                   4.30 p.m. on 17 August 2016                                               
 Latest time for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights and Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated                                                                                                            3.00 p.m. on 18 August 2016                                               
 form)................................................................................................................                                                                                                                                                                                                                                                                                                                                                                                                              
 Latest time and date for splitting Provisional Allotment Letters, nil or fully paid........                                                                                                                                                                                                                                                                                                                                                              3.00 p.m. on 19 August 2016                                               
 Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters...............................................................                                                                                                                                                                                                                                                                    11.00 a.m. on 23 August 2016                                              
 Results of Rights Issue to be announced through a Regulatory Information Service......................................................................................................................................                                                                                                                                                                                                                                   By 8.00 a.m. on 24 August 2016                                            
 Dealings in New Melrose Shares, fully paid, commence on the London Stock Exchange.................................................................................................................................                                                                                                                                                                                                                                       8.00 a.m. on 24 August 2016                                               
 New Melrose Shares credited to CREST accounts.........................................................                                                                                                                                                                                                                                                                                                                                                   As soon as practicable after 8.00 a.m. on 24 August 2016                  
 Tender Offer Expiration Date................................................................................................                                                                                                                                                                                                                                                                                                                             2.00 a.m. (New York time) on 31 August 2016                               
 Announcement of the Tender Offer results and acceptance of the Nortek Shares tendered in the Tender Offer................................................................................................                                                                                                                                                                                                                                                Promptly after the Tender Offer Expiration Date                           
 Effective time of the Merger / Completion of Acquisition............................................                                                                                                                                                                                                                                                                                                                                                     As soon as practicable after 2.00 a.m. (New York time) on 31 August 2016  
 Cancellation of the listing of the Melrose Shares............................................................                                                                                                                                                                                                                                                                                                                                            Immediately prior to 8.00 a.m. on  31 August 2016                         
 Re-admission of Melrose Shares (at such time comprising the Existing Melrose Shares and the New Melrose Shares).............................................................                                                                                                                                                                                                                                                                             8.00 a.m. on 31 August 2016                                               
 Despatch of definitive share certificates for the New Melrose Shares in certificated form...........................................................................................................................................                                                                                                                                                                                                                     By no later than 1 September 2016                                         
                                                                                                                                                                                                                                                                                                                                                                                                                                                          
 
 
(1) The times and dates set out in the expected timetable of principal events
above and mentioned in this Announcement may be adjusted by Melrose in
consultation with the Joint Bookrunners in which event details of the new
times and dates will be notified to the UKLA, the London Stock Exchange and,
where appropriate, Qualifying Shareholders. 
 
(2) Subject to certain restrictions relating to Overseas Shareholders. Except
where otherwise indicated, references to a time of day are to London time. 
 
APPENDIX II 
 
Definitions 
 
 2012 Incentive Plan                                                                                                              the long term incentive plan for executive Directors and senior management of the Company, approved by Melrose Shareholders on 11 April 2012 and scheduled to crystallise 
                                                                                                                                  in 2017                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                            
 Acquisition                                                                                                                      the proposed acquisition of the entire issued share capital of Nortek by the Melrose Group, by way of the Tender Offer and the Merger, pursuant to the Merger Agreement   
                                                                                                                                                                                                                                                                                                            
 Admission                                                                                                                        the proposed admission of the New Melrose Shares to the premium segment of the Official List and to trading nil paid on the main market for listed securities of the      
                                                                                                                                  London Stock Exchange                                                                                                                                                     
                                                                                                                                                                                                                                                                                                            
 Anchorage Capital                                                                                                                Anchorage Capital Master Offshore, Ltd.                                                                                                                                   
                                                                                                                                                                                                                                                                                                            
 Announcement                                                                                                                     this announcement made by the Company on 6 July 2016 in relation to the Acquisition and the Rights Issue                                                                  
                                                                                                                                                                                                                                                                                                            
 Anti-trust Clearance                                                                                                             the anti-trust clearance under the HSR Act in the US required in connection with the Acquisition                                                                          
                                                                                                                                                                                                                                                                                                            
 Anthro                                                                                                                           Anthro Corporation                                                                                                                                                        
                                                                                                                                                                                                                                                                                                            
 AQH segment                                                                                                                      the Air Quality and Home Solutions segment of the Nortek Group                                                                                                            
                                                                                                                                                                                                                                                                                                            
 Ares Management                                                                                                                  Ares Corporate Opportunities Fund II L.P. and Ares Corporate Opportunities Fund III L.P.                                                                                  
                                                                                                                                                                                                                                                                                                            
 Australia                                                                                                                        the Commonwealth of Australia and its dependent territories                                                                                                               
                                                                                                                                                                                                                                                                                                            
 AVC segment                                                                                                                      the audio, video and control entities of the Nortek Group                                                                                                                 
                                                                                                                                                                                                                                                                                                            
 Board(s)                                                                                                                         the Melrose Board and/or the Nortek Board (as the case may be)                                                                                                            
                                                                                                                                                                                                                                                                                                            
 BofA Merrill Lynch                                                                                                               Merrill Lynch International                                                                                                                                               
                                                                                                                                                                                                                                                                                                            
 Brush                                                                                                                            the Brush business which comprises Brush Holdings Limited together with its direct and indirect subsidiaries and subsidiary undertakings                                  
                                                                                                                                                                                                                                                                                                            
 Business Day                                                                                                                     a day (other than a Saturday or Sunday or public holiday) on which banks are open for business in London, other than solely for trading and settlement in Euro            
                                                                                                                                                                                                                                                                                                            
 Canada                                                                                                                           Canada, its provinces and territories and all areas subject to its jurisdiction or any political subdivision thereof                                                      
                                                                                                                                                                                                                                                                                                            
 CAS segment                                                                                                                      the Custom and Commercial Air Solutions segment of the Nortek Group                                                                                                       
                                                                                                                                                                                                                                                                                                            
 certificated or in certificated form                                                                                             in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in   
                                                                                                                                  certificated form (that is, not in CREST)                                                                                                                                 
                                                                                                                                                                                                                                                                                                            
 Circular                                                                                                                         the Melrose Shareholder circular dated 6 July 2016                                                                                                                        
                                                                                                                                                                                                                                                                                                            
 Closing Price                                                                                                                    the closing, middle market quotation in pounds sterling of a Melrose Share, as published in the Daily Official List                                                       
                                                                                                                                                                                                                                                                                                            
 Company or Melrose                                                                                                               Melrose Industries PLC, a public limited company incorporated in England and Wales with registered number 9800044                                                         
                                                                                                                                                                                                                                                                                                            
 Completion                                                                                                                       completion of the Acquisition                                                                                                                                             
                                                                                                                                                                                                                                                                                                            
 CREST                                                                                                                            the electronic transfer and settlement system for the paperless settlement of trades in listed securities and the holding of uncertificated securities in accordance with 
                                                                                                                                  the CREST Regulations operated by Euroclear                                                                                                                               
                                                                                                                                                                                                                                                                                                            
 CREST Regulations                                                                                                                the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended                                                                                           
                                                                                                                                                                                                                                                                                                            
 Daily Official List                                                                                                              the daily official list of the London Stock Exchange                                                                                                                      
                                                                                                                                                                                                                                                                                                            
 Director(s) or Melrose Director(s)                                                                                               the directors of the Company                                                                                                                                              
                                                                                                                                                                                                                                                                                                            
 Disclosure Requirements                                                                                                          articles 17, 18 and 19 of the Market Abuse Regulation                                                                                                                     
                                                                                                                                                                                                                                                                                                            
 EBITDA                                                                                                                           earnings before interest, tax, depreciation and amortisation                                                                                                              
                                                                                                                                                                                                                                                                                                            
 Elster Group                                                                                                                     the Elster business which comprised, prior to its disposal by the Melrose Group, Teaford GmbH, together with its direct and indirect subsidiaries and subsidiary          
                                                                                                                                  undertakings                                                                                                                                                              
                                                                                                                                                                                                                                                                                                            
 Enlarged Group                                                                                                                   the Melrose Group following the acquisition of the Nortek Group                                                                                                           
                                                                                                                                                                                                                                                                                                            
 Enlarged Share Capital                                                                                                           the share capital of Melrose immediately following the completion of the Rights Issue and the issue of the New Melrose Shares                                             
                                                                                                                                                                                                                                                                                                            
 ERG segment                                                                                                                      the Ergonomic and Productivity Solutions segment of the Nortek Group                                                                                                      
                                                                                                                                                                                                                                                                                                            
 Euroclear                                                                                                                        Euroclear UK & Ireland Limited, the operator of CREST                                                                                                                     
                                                                                                                                                                                                                                                                                                            
 Excluded Territories                                                                                                             Australia, Japan and South Africa and any other jurisdictions where the extension and availability of the Rights Issue 

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