AGA Aga Rangemaster

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

17 August 2015

RECOMMENDED CASH ACQUISITION
for
AGA RANGEMASTER GROUP PLC
by
MIDDLEBY UK RESIDENTIAL HOLDING LTD
(a wholly-owned subsidiary of The Middleby Corporation)

to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

Posting of Scheme Document

On 15 July 2015 the boards of 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 acquisition of 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 Transaction). 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 under Part 26 of the Companies Act 2006 (the Scheme).

AGA is today distributing a circular to AGA Shareholders in connection with the Transaction containing, amongst other things, the full terms of, and conditions to, the Transaction, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events and details of the actions to be taken by AGA Shareholders (the Scheme Document), together with the Forms of Proxy for the Court Meeting and the AGA General Meeting.

As described in the Scheme Document, to become effective the Scheme will require, among other things, the approval of the Scheme Shareholders at the Court Meeting and will require the passing of the Special Resolution at the AGA General Meeting. Both the Court Meeting and the AGA General Meeting will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on 8 September 2015, with the Court Meeting to commence at 12.00 noon and the AGA General Meeting to commence at 12.15 p.m. (or, if later, as soon as the Court Meeting has been concluded or adjourned). Notices of the Court Meeting and the AGA General Meeting are set out in the Scheme Document.

Timetable

The expected timetable of principal events for the implementation of the Transaction is attached as an appendix to this announcement. If any of the key dates set out in the timetable change, AGA will give notice of this change by issuing an announcement via a Regulatory Information Service.

Information for Shareholders

Details of the Meetings to be held and the action to be taken in respect of the Scheme are set out in the section entitled "ACTION TO BE TAKEN", starting on page 10 of the Scheme Document. Shareholders will find accompanying the Scheme Document a BLUE Form of Proxy for use at the Court Meeting and a WHITE Form of Proxy for use at the AGA General Meeting.

Whether or not shareholders intend to be present at either Meeting, they are urged to complete, sign and return both the BLUE Form of Proxy for the Court Meeting and the WHITE Form of Proxy for the AGA General Meeting in accordance with the instructions printed on the respective forms.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are, therefore, strongly urged to complete, sign and return your Forms of Proxy, or appoint a proxy electronically, as soon as possible.

All references to time in this announcement are to London, UK time.

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document.

Shareholder Helpline

A Shareholder Helpline is available for AGA Shareholders on 0871 384 2948 (from within the UK) or on +44 121 415 0832 (if calling from outside the UK). Calls to the 0871 384 2948 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Scheme nor give financial, tax, investment or legal advice.

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

Bidco and Middleby:
Timothy Fitzgerald      Tel: +1 847 429 7756
Darcy Bretz

Morgan Stanley:
(Financial Adviser to Bidco and Middleby)
Colm Donlon         Tel: +44 (0) 20 7425 8000
Daniel Blank
Michael Bird

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 Transaction or otherwise.  The Transaction will be made solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction.  Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme 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 Transaction 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 Transaction 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.

Notice to US investors

The Transaction relates to the shares of an English company that is not registered under the Exchange Act and is being made by means of a scheme of arrangement provided for under English company law.A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act.Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. Financial information included (or incorporated by reference) in this announcement and the Scheme Document in relation to AGA has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.It may be difficult for US holders of AGA Shares to enforce their rights and any claim arising out of US federal laws, since AGA and certain Affiliates of Middleby are located in a non-US jurisdiction and some or all of their officers and directors may be resident in a non-US jurisdiction.US holders of AGA Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.If Bidco exercises its right to implement the Transaction by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.

Bidco and Middleby Financial adviser

Morgan Stanley & Co. International plc, 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 as financial adviser to Bidco and Middleby and no-one else in connection with the Transaction. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Transaction, the contents of this announcement or any other matter referred to herein.

AGA Financial advisers

N M Rothschild & Sons Limited, 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 Transaction 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 Transaction.

Numis Securities Limited, 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 Transaction 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 Transaction.

Forward Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of AGA and certain plans and objectives of Bidco with respect thereto.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often use words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’, ‘would’, ‘could’ or other words of similar meaning.  These statements are based on assumptions and assessments made by AGA and/or Bidco and/or Middleby (and/or their respective Affiliates) in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate.  By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  The factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.  No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.  None of AGA, Bidco or Middleby (nor any of their respective Affiliates) assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. 

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements.  Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.

None of AGA, Bidco or Middleby (nor any of their respective Affiliates, members, directors, officers, employees, advisers or persons acting on their behalf) provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for AGA for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for AGA.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent 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 per cent 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.

Publication on Website

In accordance with Rule 26.1 of the Takeover Code, 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) and www.middleby.com (under the “Investor Relations” section) by no later than 12 noon (London time) on 18 August 2015.

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.

Hard copies

You may request a hard copy of this announcement (and any information incorporated into it by reference to another source) by contacting the Company’s registrars Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by telephone to the helpline on 0871 384 2948 (from within the UK) or on +44 121 415 0832 (if calling from outside the UK). Calls to the 0871 384 2948 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Scheme nor give financial, tax, investment or legal advice.

Your attention is drawn to the fact that a hard copy of this announcement will not be sent to you unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be in hard copy form.

Appendix

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Transaction

__________________________

Notes:

(1)               It is requested that BLUE Forms of Proxy for the Court Meeting be lodged by: (i) 12.00 p.m. on 4 September 2015; or (ii) if the Court Meeting is adjourned, not later than 48 hours prior to the time appointed for the Court Meeting, and, in each case, in accordance with the instructions on the BLUE Form of Proxy (provided that, in calculating such period, no account shall be taken of any part of a day that is not a working day).  BLUE Forms of Proxy not so lodged may be handed to the Registrar (on behalf of the chairman of the Court Meeting) before the start of the Court Meeting and will still be valid.

(2)               WHITE Forms of Proxy for the AGA General Meeting must be lodged by: (i) 12.15 p.m. on 4 September 2015; or (ii) if the AGA General Meeting is adjourned, not later than 48 hours prior to the time appointed for the AGA General Meeting (provided that, in calculating such period, no account shall be taken of any part of a day that is not a working day), and, in each case, in accordance with the instructions on the WHITE Form of Proxy.  If the WHITE Form of Proxy is not so lodged, it will be invalid.

(3)               If either the Court Meeting or the AGA General Meeting is adjourned, the voting record time for the relevant adjourned meeting will be 6.00 p.m. on the day falling two days before the date of the adjourned meeting (provided that, in calculating such period, no account shall be taken of any part of a day that is not a working day).

(4)               Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(5)               Or promptly following the Effective Date of the Scheme.

(6)               The latest date by which the Scheme must be implemented may be extended by agreement between AGA and Bidco with the prior consent of the Panel and (if required) the approval of the Court.