Offer Update - MTL

RNS Number:5246M
Cooper Controls (U.K.) Limited
25 January 2008

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

25 January 2008

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.

Offer Update and Offer Extension

Introduction

Cooper Controls (U.K.) Limited ("Cooper UK"), an indirect wholly-owned
subsidiary of Cooper Industries, Ltd. ("Cooper"), announced on 11 January 2008
that the Offer had become unconditional as to acceptances and that Cooper UK had
received acceptances from MTL Shareholders in respect of 18,030,309 MTL Shares,
representing approximately 91.91 per cent. of MTL's existing issued share
capital. These acceptances included 5,459,072 MTL Shares, representing
approximately 27.83 per cent. of the existing issued share capital of MTL, which
were the subject of irrevocable undertakings to accept the Offer, and 1,647,733
MTL Shares, representing approximately 8.40 per cent. of the existing issued
share capital of MTL, which were the subject of a letter of intent to accept the
Offer.

Cooper UK further announces that, as at 3.00pm (London time) on 24 January 2008,
Cooper UK had received valid acceptances from MTL Instruments Group plc ("MTL")
Shareholders in respect of a further 1,242,617 MTL Shares, representing
approximately 6.33 per cent. of MTL's existing issued share capital.

Accordingly, as at 3.00pm (London time) on 24 January 2008, Cooper UK had
received valid acceptances of the Offer from MTL Shareholders, in respect of
19,272,926 MTL Shares, representing approximately 98.24 per cent. of MTL's
existing issued share capital.

Offer Extension: Conditions of the Offer

As indicated in paragraph 1 of Section A of Appendix I of the Offer Document,
Cooper UK has made regulatory filings with the German Bundeskartellamt. Cooper
UK is currently awaiting notification from the German Bundeskartellamt that the
Acquisition or any matter arising from or relating to the Acquisition is not
subject to prohibition pursuant to section 34(1) of the Act Against Restraint of
Competition of 1958.

Cooper UK has also made all applicable filings under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) or the
regulations made thereunder. The applicable waiting periods under that Act or
those regulations have not yet expired, lapsed or been terminated as
appropriate, in each case in connection with the Acquisition or any matter
arising from or relating to the Acquisition.

In view of the above, the Offer, which remains subject to the terms and
conditions set out in the Offer Document, is being extended and will remain open
for acceptance until the next closing date which will be 3.00pm (London time) on
31 January 2008. Any further extension, which would be subject to Panel consent,
of the Offer will be publicly announced on the day on which the Offer is
otherwise due to expire, or such later time or date as the Panel may agree.

For MTL Shares in certificated form, Forms of Acceptance should be completed,
signed and returned in accordance with the instructions set out in the Offer
Document and in the Form of Acceptance, so as to be received as soon as possible
and, in any event, no later than 3.00pm (London time) on 31 January 2008. For
MTL Shares held in uncertificated form, an Electronic Acceptance should be made
in accordance with the instructions set out in the Offer Document, so that
settlement takes place no later than 3.00pm (London time) on 31 January 2008.

Responsibility

The directors of Cooper UK accept responsibility for all the information
contained in this announcement. To the best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept responsibly is
in accordance with the facts and does not omit anything likely to affect the
import of such information.

Words and expressions defined in the Offer Document dated 20 December 2007
shall, unless the context otherwise requires, have the same meaning when used in
this announcement.

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

Lehman Brothers (financial adviser and corporate      Tel:      [phone]
broker to Cooper and Cooper UK)
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


Lehman Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Cooper and Cooper UK and
no one else in connection with the Offer and will not be responsible to anyone
other than Cooper and Cooper UK for providing the protections afforded to
clients of Lehman Brothers or for providing advice in relation to the Offer or
to the matters referred to herein.

Arden Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for MTL and no-one else in
connection with the Offer and will not be responsible to anyone other than MTL
for providing the protections afforded to clients of Arden Partners or for
providing advice in relation to the Offer or to the matters referred to herein.

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 is being made solely
through the Offer Document, a notice published in the London Gazette, and the
Form of Acceptance. The Offer Document and the Form of Acceptance 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 is not being 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 3.30pm (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.






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