Crystallisation of 2020 Melrose Employee
Share Plan, Transfer of Treasury Shares, Notification of
Transactions by Person Discharging Managerial Responsibility and
Total Voting Rights
Melrose announces that the 2020 Melrose
Employee Share Plan (the "2020
MESP") crystallised on 31 May 2024, with certain Awards
being settled by the transfer from treasury of Ordinary Shares to
participants and the grant of Nil Cost Options, with the balance
being settled by cash payments in an amount sufficient to meet
participants' income and other tax liabilities in accordance with
the Plan Rules (the "Cash
Settlement").
In order to satisfy its obligations arising
from the 2020 MESP that will not be settled in cash for the
purposes of meeting participants' income and other tax liabilities,
Melrose has today transferred a total of 28,848,071 Ordinary Shares
from treasury to participants.
In relation to the Cash Settlement, Awards
which would otherwise have given rise to Melrose being obliged to
transfer a total of 25,498,465 Ordinary Shares will instead be
settled by cash payments for the purposes of meeting participants'
income and other tax liabilities (which, for UK tax resident
participants, will be paid direct to HMRC to settle the outstanding
tax liability in relation to their Awards), in an amount equal to
the closing middle market quotation of those Ordinary Shares on the
date of this announcement.
In satisfaction of Peter Dilnot's entitlement
under the 2020 MESP, 1,643,404 Ordinary Shares were today
transferred to Peter Dilnot, 1,457,359 Ordinary Shares will be
settled by a cash payment pursuant to the Cash Settlement (each of
which are included in the figures above), and Nil Cost Options have
been awarded to Peter Dilnot over 3,875,954 Ordinary Shares,
exercisable in 2025 and 2026.
The above transfers of Ordinary Shares from
treasury to participants, Cash Settlement and Nil Cost Options
satisfy all participants' outstanding entitlements under the 2020
MESP.
Peter Dilnot is a "person discharging
managerial responsibility" as such term is defined in Article
3(1)(25) of the UK Market Abuse Regulation. The transfer of the
Ordinary Shares to, and the grant of Nil Cost Options to Peter
Dilnot were made outside a trading venue. The ISIN number of the
Ordinary Shares is GB00BNGDN821.
In accordance with the FCA's Disclosure
Guidance and Transparency Rules (the "DTRs"), the Company announces that
(following the transfers detailed above in connection with the 2020
MESP and the buyback transaction announced by the Company earlier
this morning) its issued share capital now consists of
1,328,782,204 Ordinary Shares (excluding treasury shares), with
each Ordinary Share carrying the right to one vote. The total
number of Ordinary Shares held by the Company in treasury
(following the transfers detailed above in connection with the 2020
MESP and the buyback transaction announced by the Company earlier
this morning) is 22,693,117, which attract no voting rights whilst
so held. Therefore, the total number of voting rights in Melrose as
at 3 June 2024 is 1,328,782,204, which 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, Melrose under the DTRs.
Unless otherwise defined, terms used in this
announcement shall have the same meanings as set out in the
circulars to Shareholders dated 21 January 2021 and 3 March 2023
respectively.
Enquiries:
Investor Relations:
Chris
Dyett:
+44 (0) 7974 974 690, ir@melroseplc.net
Montfort Communications: +44 (0)
20 3514 0897
Nick
Miles:
+44 (0) 7739 701 634, miles@montfort.london
Charlotte
McMullen:
+44 (0) 7921 881 800, mcmullen@montfort.london