AGA Aga Rangemaster

RNS Number:4836L
AGA Foodservice Group PLC
02 November 2006


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

FOR IMMEDIATE RELEASE

2 November 2006


AGA FOODSERVICE GROUP PLC MAKES MERGER APPROACH TO ENODIS PLC


Aga Foodservice Group plc ("Aga") announces that it has made approaches to
Enodis plc ("Enodis") advocating a combination of the two businesses on a merger
basis. Whilst Enodis rejected these approaches, the Board of Aga considers that
a combination would have substantial commercial and financial merit for
shareholders in both companies. The combined group would be a leader in cooking
and refrigeration products with strong B2B and B2C arms selling to both
commercial customers and consumers. The combination is attractive on
geographical, product, sales and procurement grounds. There is a strong
financial rationale and scope to have leverage in the balance sheet of the
combined group by a return of capital to shareholders.

Aga is continuing to seek further discussions with Enodis concerning the basis
for an agreed transaction. A further announcement will be made as appropriate.


"Aga and Enodis are natural merger partners. Aga believes that the combination
of the two companies would allow the shareholders of both to benefit from the
future growth of an enlarged business which would be ideally placed to benefit
from evolving market and sector trends." William McGrath, Chief Executive, Aga
Foodservice Group plc.


In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Aga
confirms that it has 129,038,193 ordinary shares of 25 pence each in issue.


Enquiries:


William McGrath, Chief Executive, Aga Foodservice Group plc - 0121 711 6015

Simon Sporborg/Nina Coad, Brunswick                         - 020 7404 5959

This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the City Code on Takeovers and Mergers (the
"Code") and, accordingly, there can be no certainty that any offer will be made.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Aga or of Enodis, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30pm (London time) on the London business day following the date of
the relevant transaction. This requirement will continue until the date on which
the "offer period" ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Aga or of Enodis, they will be deemed to be a single
person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Aga or of Enodis by Aga or Enodis, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction. A disclosure
table giving details of the companies in whose "relevant securities" "dealings"
should be disclosed, and the number of such securities in issue, can be found on
the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in
securities" arise, in summary, when a person has long economic exposure, whether
absolute or conditional, to changes in the price of securities. In particular, a
person will be treated as having an "interest" by virtue of the ownership or
control of securities, or by virtue of any option in respect of, or derivative
referenced to, securities. Terms in quotation marks are defined in the Code,
which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8, you should
consult the Panel.

The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of any such jurisdiction. This announcement
does not constitute an offer or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities pursuant to this
announcement or otherwise in any jurisdiction.



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

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