FKI Fki

    RNS Number : 5203I
  Melrose PLC
  19 November 2008
   

 Common Code/ISIN: 10765722/XS0107657222   Date: 19 November 2008
  

    NOT FOR DISTRIBUTION TO ANY ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE REPUBLIC OF ITALY
    FKI plc announces a meeting of the holders of 
    EUR600,000,000 6.625 per cent. Guaranteed Bonds due 2010 (of which EUR195,651,000 are outstanding) (the Bonds) 


    FKI plc (the Company) announces that a notice (the Notice) of meeting of the holders of the Bonds (the Bondholders) to be held at the
offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ on 18 December 2008 at 11.00 a.m., London time (the Meeting) has been
delivered to all Bondholders today. The Company is seeking permission to modify the terms and conditions of the Bonds (the Conditions) as
set out in Part II of the Second Schedule to the Trust Deed (as defined below) to provide for the Company to mandatorily redeem all, but not
some only, of the Bonds outstanding on the third Business Day (as defined in the supplemental trust deed (the Supplemental Trust Deed) in
the form of the draft produced to the Meeting) after the execution of the Supplemental Trust Deed at the Early Redemption Amount plus
Accrued Interest, all as defined in the Supplemental Trust Deed.

    At the Meeting, Bondholders will be invited to consider and, if thought fit, pass an extraordinary resolution for the implementation of
the modification of the Conditions as set out in the Notice (the Extraordinary Resolution). Capitalised terms used in this announcement but
not defined have the meanings given to them in the Notice and the Supplemental Trust Deed.
    Indicative Timetable

 Date and time                          Event
 19 November 2008                       Date of the Notice of Meeting
 18 December 2008 at 11 a.m., London    Time and Date of Meeting
 time
 On or about 18 December 2008           Announcement of results of Meeting
 23 December 2008                       Settlement of redemption of the Bonds 
    The above dates and times are subject to changes as described in the Notice. 
    Requests for information in relation to the voting procedures should be directed to:
    The Principal Paying Agent at HSBC Bank plc at 8 Canada Square, London E14 5HQ.
    Copies of (i) the trust deed dated 22 February 2000 in connection with the Bonds (the Trust Deed), (ii) the Notice; and (iii) the
current draft of the Supplemental Trust Deed are available for inspection by Bondholders at the specified offices of the Principal Paying
Agent during normal business hours.  
    DISCLAIMER No offer or invitation to redeem any securities is being made pursuant to this announcement. This announcement must be read
in conjunction with the Notice and the Supplemental Trust Deed. This announcement contains important information which should be read
carefully before any decision is made with respect to the Extraordinary Resolution. If you are in any doubt as to the action you should take
or are unsure of the impact of the implementation of the Extraordinary Resolution to be proposed at the Meeting, you are recommended to seek
your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in voting of
the Extraordinary Resolution.  
    United Kingdom
    The Notice and this announcement are not being made, and such documents have not been approved, by an authorised person for the purposes
of section 21 of the Financial Services and Markets Act (2000). Accordingly, such documents are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The communication of such documents as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition of Investment Professional (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order)) or persons who are within Article 43 of the Order or any other
persons to whom it may otherwise lawfully be made under the Order.
    Italy
    The Notice is not being made, nor is this announcement being made available in the Republic of Italy. The Notice and this announcement
have not been submitted to the clearance procedure of the Commissione Nazionale per le Societ? la Borsa (CONSOB) pursuant to Italian laws
and regulations. Neither the Notice nor this announcement may be distributed or made available in the Republic of Italy.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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