RNS Number:4932L
Enodis PLC
02 November 2006

2 November 2006

                                   Enodis plc

                             Statement re Approach


The Board of Enodis plc ("Enodis") notes today's share price movement and Aga
Foodservice Group plc's ("Aga") announcement.  Enodis confirms that it received
an approach from Aga on 12 October 2006 in relation to either a nil premium all
share merger or an acquisition by Aga of Enodis for no premium, the
consideration being 50% in shares and 50% in cash.


The Board considered these proposals on 17 October 2006 and unanimously rejected
them.


The Board rejected the merger proposal for the following reasons:

- Enodis is a dedicated commercial food equipment company with a clear
  strategy, including a high focus on global chain accounts, which is delivering
  strong growth.

- It believes that Aga's consumer appliances and retail outlets businesses 
  (comprising approximately 57% of Aga by sales) are very different
  businesses to commercial food equipment.

- The Board believes that the resulting diversification would lead to a
  significant dilution in strategic focus.


The Board rejected the nil premium takeover on the basis that it significantly
undervalued Enodis and its prospects.


Dave McCulloch, Chief Executive Officer, commented:

"Enodis and Aga are very different businesses.  Through its focused strategy on
commercial food equipment, Enodis has created substantial value for its
shareholders over the last three years and has achieved significant organic
growth momentum.  As part of this focus, Enodis exited the consumer segment some
time ago through the sale of Magnet and the cessation of Garland's high-end
residential business.  We therefore see no long term benefit for our
shareholders in a merger with Aga."


Contacts:


Dave McCulloch, CEO                Enodis plc                  020 7269 7291
Andrew Lorenz/Richard Mountain     Financial Dynamics          020 7269 7291


This announcement has been made without the consent of Aga.  There is no
certainty that any offer will be made nor as to the terms on which any offer
would 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.




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

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