Offer Document Posted MTL

RNS Number:4215K
Cooper Controls (U.K.) Limited
20 December 2007


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



20 December 2007



FOR IMMEDIATE RELEASE



Recommended Cash Offer for The MTL Instruments Group plc by Cooper Controls
(U.K.) Limited, an indirect wholly-owned subsidiary of Cooper Industries, Ltd.



Posting of Offer Document

Further to the announcement made on 19 December 2007 regarding the recommended
cash offer to be made by Cooper Controls (U.K.) Limited ("Cooper UK"), an
indirect wholly-owned subsidiary of Cooper Industries, Ltd. ("Cooper") to
acquire the entire issued and to be issued share capital of The MTL Instruments
Group plc ("MTL") (the "Offer"), Cooper UK announces that the offer document
containing the full terms of and conditions to the Offer (the "Offer Document")
has today been posted to MTL Shareholders, together with the related Form of
Acceptance.



The first closing date of the Offer is 10 January 2008.



MTL Shareholders are informed that copies of the Offer Document and the related
Form of Acceptance are available for inspection at, and collection from, the
offices of Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 7NH on weekdays during normal business hours while the Offer
remains open for acceptances.



Terms defined in the Offer Document have the same meaning in this announcement.




Enquiries:

Cooper                                                   Tel:      [phone]
Jon Safran
Director, Investor Relations and Corporate Development
[e-mail]

Lehman Brothers (financial adviser and corporate broker  Tel:      [phone]
to Cooper)
Mark Hudson
Samuel Bertrand
Jonathan Swinney (Corporate Broking)

MTL                                                      Tel:      [phone]
Graeme Philp
William Greenhalgh

Arden Partners (financial adviser to MTL)                Tel:      [phone]
Richard Day
Adrian Trimmings



This announcement does not constitute, or form part of, an offer to sell or an
invitation to purchase or subscribe for any securities or the solicitation of an
offer to buy or subscribe for any securities or of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely
through the Offer Document, a notice to be published shortly in the London
Gazette, and the Form of Acceptance.  The Offer Document and the Form of
Acceptance will together contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance or other response
to the Offer should be made only on the basis of the information contained
within the Offer Document and the Form of Acceptance.



The Offer will not be made, directly or indirectly, in, into or from the United
States or any jurisdiction where to do so would violate the laws in that
jurisdiction and will not be capable of acceptance within any such jurisdiction.
Accordingly, copies of this announcement and formal documentation relating to
the Offer will not be and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any jurisdiction where
to do so would violate the laws of that jurisdiction.



Dealing Disclosure Requirements



Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of MTL, 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 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which any offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise 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 MTL, 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 MTL by Cooper UK, 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 http://
www.thetakeoverpanel.org.uk/new/ .



"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, 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
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