TIDMAGA TIDMTTM TIDMTTM
RNS Number : 6330X
Aga Rangemaster Group PLC
01 September 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
1 September 2015
AGA Rangemaster Group plc ("AGA" or the "Company")
Statement regarding possible offer
Possible Offer
The Company announces that it has received an approach regarding
a possible cash offer for the Company from Whirlpool Corporation
("Whirlpool") (the "Possible Offer").
The announcement of a firm offer by Whirlpool is subject to the
satisfaction or waiver of a number of conditions including due
diligence.
In accordance with its obligations under the UK Takeover Code
(the "Code"), the Company has granted due diligence access to
Whirlpool and is in discussions with Whirlpool regarding other
aspects of the Possible Offer.
Recommended Offer by The Middleby Corporation ("Middleby")
As set out above, the making of a firm offer by Whirlpool
remains subject to a number of conditions and there is no certainty
that any offer will be forthcoming or as to the terms of any
offer.
Given the conditionality of the Whirlpool offer, the Board of
AGA believes it is in the best interests of AGA Shareholders, taken
as a whole, to ensure that the Middleby Transaction continues to be
executed on the current timetable to avoid any delay to completion
of that transaction should a firm offer from Whirlpool not be
forthcoming.
Accordingly, the Board of AGA continues to recommend the offer
made by Middleby to AGA Shareholders. The Court Meeting and AGA
General Meeting to consider the Middleby Transaction will continue
on 8 September 2015 and the Board recommends that all Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and
AGA Shareholders vote in favour of the Special Resolution to be
proposed at the AGA General Meeting, as each of the AGA Directors
who holds AGA Shares has irrevocably undertaken to do in respect of
his or her own beneficial holdings.
AGA Shareholders are encouraged to lodge the Forms of Proxy by
no later than 12pm on 4 September 2015 for the Court Meeting and
12.15pm on 4 September 2015 for the AGA General Meeting.
The Board of AGA emphasises that approval of the Scheme and the
Special Resolution will not prejudice the Company's ability to
recommend any formal offer by Whirlpool to AGA Shareholders, should
a formal offer which is capable of recommendation be forthcoming on
the timetable set out below.
Timetable
The Company is in discussions with the UK Takeover Panel (the
"Panel") regarding the setting of a deadline under Rule 2.6 of the
Code under which Whirlpool will be required, to either announce a
firm intention to make an offer for the Company in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an
offer. The Panel will make an announcement of the deadline in due
course.
Assuming AGA Shareholders approve the resolutions to be
considered at the Court Meeting and AGA General Meeting, the Board
of AGA will consider whether to proceed with the sanction of the
Middleby Scheme on 16 September 2015 in light of the situation at
that time. The Board of AGA retains the ability to adjourn the
sanction hearing if it receives an offer from Whirlpool prior to
this deadline which it would intend to recommend to AGA
Shareholders or if it otherwise considers an adjournment
necessary.
Unless otherwise defined herein, terms defined in the scheme
document in respect of the recommended offer by Middleby for the
Company dated 17 August 2015 have the same meaning in this
announcement.
This announcement has been made with the consent of
Whirlpool.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the Company's website at
www.agarangemaster.com/investor-relations (under the "Market
Announcements" section).
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Enquiries:
AGA Rangemaster Group plc: +44 (0)1926 455 731
William McGrath, Chief Executive
Shaun Smith, Finance Director
Financial Adviser - Rothschild: +44 (0)20 7280 5000
Stuart Vincent
Alistair Allen
Financial Adviser and Broker - Numis +44 (0)20 7260 1000
Chris Wilkinson
Andrew Holloway
Brunswick Group +44 (0)20 7404 5959
Simon Sporborg
Nina Coad
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 subject matter of this
announcement 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.
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 subject matter of this announcement 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.
Disclosure requirements of 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDGUGDCRUGBGUB
(END) Dow Jones Newswires
September 01, 2015 02:04 ET (06:04 GMT)
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