Offer Update

RNS Number:5723L
Cooper Controls (U.K.) Limited
11 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



11 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 - Unconditional as to acceptances



Introduction



Cooper Controls (U.K.) Limited ("Cooper UK"), an indirect wholly-owned
subsidiary of Cooper Industries, Ltd. ("Cooper"), announces that, as at 3.00pm
(London time) on 10 January 2008, Cooper UK had received valid acceptances from
MTL Instruments Group plc ("MTL") Shareholders in respect of 18,030,309 MTL
Shares, representing approximately 91.91 per cent. of MTL's existing issued
share capital.



Level of acceptances



Prior to the announcement of the Offer on 19 December 2007, Cooper UK had
received irrevocable undertakings to accept the Offer from MTL Shareholders in
respect of, in aggregate, 5,333,072 MTL Shares, representing approximately 27.36
per cent. of the then existing issued share capital of MTL and received a letter
of intent to accept the Offer in respect of 1,647,733 MTL Shares, representing
approximately 8.45 per cent. of the then existing issued share capital of MTL.



On 7 January 2008 MTL announced an exercise of options over 126,000 MTL Shares
by Malcolm Coster, the Chairman of MTL. Following that exercise and certain
other exercises of options by MTL employees, the total number of MTL Shares in
issue was increased to 19,617,673 and this increased share capital has been used
in calculating the percentage levels of acceptances set out in this
announcement. Following the exercise of options by Malcolm Coster, the total
number of MTL Shares in respect of which Cooper UK had received irrevocable
undertakings was increased to 5,459,072 MTL Shares, representing approximately
27.83 per cent. of the existing issued share capital of MTL.



Valid acceptances have now been received in respect of all of the MTL Shares
which were the subject of the irrevocable undertakings or letter of intent.



In addition, valid acceptances in respect of a further 10,923,504 MTL Shares
(representing approximately 55.68 per cent. of the existing issued share capital
of MTL) have been received. Accordingly, as at 3.00pm (London time) on 10
January 2008, Cooper UK had received valid acceptances of the Offer from MTL
Shareholders, in respect of 18,030,309 MTL Shares, representing approximately
91.91 per cent. of MTL's existing issued share capital.



As a result the Offer has now become unconditional as to acceptances.



Extension of the Offer



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 24 January 2008. Any
further extensions of the Offer will be publicly announced by 8.00am (London
time) on the business day following the day on which the Offer was 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 24 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 24 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 broker to      
Cooper and Cooper UK)                             Tel:      [phone]
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.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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