Aga Rangemaster Group PLC Scheme of arrangement becomes effective (9660Z)

TIDMAGA TIDMTTM

RNS Number : 9660Z

Aga Rangemaster Group PLC

23 September 2015

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

23 September 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

Scheme becomes effective

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 Transaction, the Transaction 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 and Middleby are pleased to announce that the Scheme has today become effective in accordance with its terms. This follows the Court's sanction of the Scheme at the Scheme Court Hearing held on 16 September 2015.

Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. (London time) on 15 September 2015, will receive 185 pence in cash for each AGA Share held.

Cheques and crediting for CREST accounts for cash consideration due under the Scheme will be despatched within 14 days of today, the Effective Date.

The cancellation of listing of the AGA Shares on the premium listing segment of the Official List and the cancellation of trading of AGA Shares on the London Stock Exchange's Main Market have been applied for and are each expected to take effect at 8.00 a.m. on 24 September 2015.

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document sent to AGA shareholders on 17 August 2015.

As described in the Scheme Document, the non-executive directors of the Company, John Coleman, Jonathan Carling, Robert Ivell and Rebecca Worthington, have each resigned as AGA directors on the Scheme becoming effective.

Enquiries

AGA:

William McGrath Tel: [phone]

Shaun Smith

Rothschild:

(Financial Adviser to AGA)

Stuart Vincent Tel: [phone]

Alistair Allen

Numis:

(Financial Adviser and Broker to AGA)

Chris Wilkinson Tel: [phone]

Andrew Holloway

Brunswick Group:

(Communications Adviser to AGA)

Simon Sporborg Tel: [phone]

Nina Coad

Bidco and Middleby:

Timothy Fitzgerald Tel: [phone]

Darcy Bretz

Morgan Stanley:

(Financial Adviser to Bidco and Middleby)

Colm Donlon Tel: [phone]

Daniel Blank

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. 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.

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 subject matter of this announcement and 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 subject matter of this announcement and 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.

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.

Disclosure requirements of the Takeover Code

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September 23, 2015 08:00 ET (12:00 GMT)