ELT Elster Grp. SE American Depositary Shares, Each Representing One-Fourth of AN Ordinary Share

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 10)

ELSTER GROUP SE
(Name of Subject Company)

MINTFORD AG
an indirect wholly owned subsidiary of

MELROSE PLC
(Names of Filing Persons (Offerors))

Ordinary Shares, Nominal Value €1.00 Per Share
(Title of Class of Securities)

D24648 103
(CUSIP Number of Class of Securities)

American Depositary Shares, Each Representing One-Fourth of One Ordinary Share
(Title of Class of Securities)

290348101
(CUSIP Number of Class of Securities)

Garry Barnes
Company Secretary
Melrose PLC
Precision House, Arden Road, Alcester
London, B49 6HN, United Kingdom
+44-1789-761-020
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

          Check the appropriate boxes below to designate any transactions to which the statement relates:

ý     third-party tender offer subject to Rule 14d-1.

o     issuer tender offer subject to Rule 13e-4.

o     going-private transaction subject to Rule 13e-3.

o     amendment to Schedule 13D under Rule 13d-2.

          Check the following box if the filing is a final amendment reporting the results of the tender offer.     ý

        This Amendment No. 10 (this " Amendment ") amends and supplements the Tender Offer Statement on Schedule TO (together with any previous or subsequent amendments and supplements thereto, the " Schedule TO ") filed with the Securities and Exchange Commission on July 9, 2012 by Mintford AG, a stock corporation established under German law, registered in the commercial register of the local court of Düsseldorf, Germany, under HRB 65980 (" Bidder ") and an indirect wholly owned subsidiary of Melrose PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales with registered number 4763064 (" Melrose "), in connection with Bidder's offer to purchase (i) all outstanding American Depositary Shares (collectively the " ADSs " and each an " ADS ") of Elster Group SE, a European public limited liability company incorporated in Germany and organized under the laws of Germany and the European Union and registered in the commercial register of the local court of Essen, Germany, under HRB 22030 (" Elster "), each representing one-fourth of one ordinary share of Elster, nominal value €1 per share (collectively the " Ordinary Shares " and each an " Ordinary Share "), for $20.50 per ADS, net to the seller in cash and (ii) all outstanding Ordinary Shares (which are not otherwise represented by ADSs) for $82.00 per Ordinary Share, net to seller in cash, in each case without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 9, 2012 (the " Offer to Purchase "), and the related Letter of Transmittal to Tender American Depositary Shares (the " ADS Letter of Transmittal ") and the related Letter of Transmittal to Tender Ordinary Shares (the " Ordinary Share Letter of Transmittal "), copies of which are included as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the " Offer ").

        All information in the Offer to Purchase and the related Letters of Transmittal, which were previously filed as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively, to the Schedule TO, is hereby expressly incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Item 4.     Terms of the Transaction.

        Item 4 of the Schedule TO is hereby amended and supplemented by adding the following at the end of the section entitled "Section 1—Terms of the Offer" of the Offer to Purchase:

        "The subsequent offering period for the Offer expired at 5:00 pm, New York City time, on August 28, 2012. The Tender Agent has advised Melrose that, as of such time, approximately 99.62% of the total share capital of Elster, which includes 17,412,069 Ordinary Shares and 42,804,332 ADSs, has been validly tendered and not validly withdrawn during the initial offering period of the Offer and the subsequent offering period (including those that have been tendered by notice of guaranteed delivery and subsequently delivered), all of which were accepted for payment.

        The press release issued by Melrose announcing the expiration of the subsequent offering period is filed as Exhibit (a)(5)(I) to the Schedule TO and is incorporated herein by reference."

Item 12.     Exhibits.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

SIGNATURES

        After due inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 29, 2012

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EXHIBIT INDEX

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Item 4. Terms of the Transaction.
Item 12. Exhibits.

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