TIDMAGA TIDMTTM
RNS Number : 6929V
Aga Rangemaster Group PLC
12 August 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANYJURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
12 August 2015
Change in timetable for publication of Scheme Document
On 15 July 2015 AGA Rangemaster Group plc ("AGA") and The
Middleby Corporation ("Middleby") announced that they had reached
agreement on the terms of a recommended offer for the entire issued
and to be issued share capital of AGA by Middleby UK Residential
Holding Ltd ("Bidco"), a wholly owned subsidiary of Middleby (the
"Offer"). As outlined in the announcement made pursuant to Rule 2.7
of the City Code on Takeovers and Mergers (the "Takeover Code") in
relation to the Offer (the "Rule 2.7 Announcement"), the Offer is
intended to be implemented by means of a scheme of arrangement of
AGA (the "Scheme"). Capitalised terms defined in the Rule 2.7
Announcement have the same meanings when used in this announcement,
unless otherwise defined in this announcement.
Pursuant to Appendix 7 paragraph 3(a) of the Takeover Code, as
the Offer is intended to be implemented by means of the Scheme, AGA
is required, except with the consent of the Takeover Panel, to
ensure that the scheme circular is sent to shareholders within 28
days of the announcement of the offer. As noted in the Rule 2.7
Announcement, it was envisaged that the Scheme Document would be
posted to AGA Shareholders as soon as practicable and, in any
event, within 28 days of the date of the Rule 2.7 Announcement
(which was published on 15 July 2015). AGA and Bidco have agreed to
extend the date by which the Scheme Document must be posted to AGA
Shareholders to Monday 17 August 2015 to accommodate the earliest
available Court date for the Court hearing for directions to
convene the Court Meeting. The Takeover Panel has consented to this
extension.
Enquiries
AGA:
William McGrath Tel: +44 (0)1926 455 731
Shaun Smith
Rothschild:
(Financial Adviser to AGA)
Stuart Vincent Tel: +44 (0)20 7280 5000
Alistair Allen
Numis:
(Financial Adviser and Broker to AGA)
Chris Wilkinson Tel: +44 (0)20 7260 1000
Andrew Holloway
Brunswick Group:
(Communications Adviser to AGA)
Simon Sporborg Tel: +44 (0)20 7404 5959
Nina Coad
Important disclaimers (including in relation to securities law
restrictions)
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely pursuant to the terms of the Scheme
Document (or, if applicable, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any decision
in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme
Document (or, if applicable, the Offer Document). This announcement
does not constitute a prospectus or a prospectus equivalent
document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their AGA Shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
No person has been authorised to make any representations on
behalf of AGA, Bidco or Middleby (or any of their respective
Affiliates) concerning the Scheme or the Acquisition which are
inconsistent with the statements contained herein, and any such
representations, if made, may not be relied upon as having been so
authorised.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, AGA, Bidco and Middleby (and their respective Affiliates)
disclaim any responsibility or liability for the violation of such
restrictions by any person.
No person should construe the contents of this announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Disclosure requirements of the Takeover Code (the "Code"):
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3. Opening Position Disclosures
must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
AGA Financial advisers
N M Rothschild & Sons Limited ("Rothschild") , which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for AGA and
for no one else in connection with the Acquisition and will not be
responsible to anyone other than AGA for providing the protections
afforded to its clients or for providing advice in connection with
the subject matter of this announcement or the Acquisition.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for AGA and for no one else in connection
with the Acquisition and will not be responsible to anyone other
than AGA for providing the protections afforded to its clients or
for providing advice in connection with the subject matter of this
announcement or the Acquisition.
Publication on Website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
www.agarangemaster.com/investor-relations (under the "Market
Announcements" section) .
Neither the content of the websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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