Offer for MTL Instruments

RNS Number:3076K
Cooper Controls (U.K.) Limited
19 December 2007

FOR IMMEDIATE RELEASE

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

19 December 2007

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

Summary

*           The boards of Cooper Controls (U.K.) Limited ("Cooper UK") and The
MTL Instruments Group plc ("MTL" or the "Company") are pleased to announce that
they have reached agreement on the terms of a recommended cash offer to be made
by Cooper UK, an indirect wholly-owned subsidiary of Cooper Industries, Ltd. ("
Cooper"), for the entire issued and to be issued share capital of MTL (the "
Offer"). It is intended that the Offer will be implemented by way of a public
offer under the UK City Code on Takeovers and Mergers (the "Code" or "City Code
").

*           Under the terms of the Offer, MTL Shareholders will receive 708.5
pence in cash for each MTL Share. A Loan Note Alternative will be made available
to all MTL Shareholders (other than Restricted Overseas Persons).

*           The Offer values MTL's entire issued and to be issued share capital
at approximately £144 million.

*           The Offer Price of 708.5 pence per MTL Share represents a premium of
approximately:

     -    30 per cent. to the Closing Price of 545 pence per MTL Share on 1
          November 2007, being the last Business Day prior to the date of the 
          letter from Cooper to the Chairman of MTL expressing Cooper's interest 
          in making a recommended cash offer to acquire MTL;

     -    18.1 per cent. to the Closing Price of 600 pence per MTL Share on 12
          December 2007, being the last Business Day prior to MTL's announcement 
          that it had been approached regarding a possible offer for MTL;

     -    28.1 per cent. to the average Closing Price of approximately 553
          pence per MTL Share for the 3 month period ending on 12 December 2007, 
          being the last Business Day prior to MTL's announcement that it had 
          been approached regarding a possible offer for MTL; and

     -    represents a price/earnings multiple of 26.1 times MTL's 2006 earnings.

*           The acquisition of MTL offers Cooper the opportunity to enhance its
distribution channels, offer customised solutions to key global customers and
leverage the MTL technology platforms across Cooper's businesses.

*           The MTL Directors, who have been so advised by Arden Partners,
consider the terms of the Offer to be fair and reasonable so far as the MTL
Shareholders are concerned. In providing its advice, Arden Partners has taken
into account the commercial assessments of the MTL Directors. Accordingly, the
MTL Directors intend unanimously to recommend that MTL Shareholders accept the
Offer, as the MTL Directors have irrevocably undertaken to do in respect of
their own beneficial shareholdings as further described below.

*           Cooper UK has received irrevocable undertakings to accept the Offer
in respect of the entire shareholdings of the MTL Directors, representing
approximately 0.47 per cent. of MTL's existing issued ordinary share capital.
In addition, Cooper UK has received irrevocable undertakings to accept the Offer
from certain institutional MTL Shareholders in respect of approximately 26.89
per cent. of the existing issued ordinary share capital of MTL.  Accordingly,
MTL Shareholders owning approximately 27.36 per cent. of the existing issued
ordinary share capital of MTL have undertaken to accept the Offer.  Cooper UK
has received a letter of intent from a further institutional MTL Shareholder in
respect of  1,647,733 MTL Shares representing approximately 8.45 per cent. of
the existing issued ordinary share capital of MTL.  Accordingly, including the
total irrevocables and letter of intent received at the time of this
announcement, MTL Shareholders holding 35.82 per cent. of MTL's current issued
capital support this Offer.  Further details of the irrevocable undertakings and
letter of intent are set out in Appendix 3 to this announcement.

*           It is expected that the Offer Document, containing further
information about the Offer will be posted to MTL Shareholders as soon as
possible and in any event no later than 28 days after the publication of this
announcement.

*           MTL is a world leader in the development and supply of electronic
instrumentation and protection equipment for the process control and
telecommunications industries. The majority of MTL's equipment is used in
hazardous environments such as the petrochemical, chemicals and oil and gas
production industries. MTL supports customers globally mainly via direct
operations. MTL has live production plants across three continents and multiple
sites and support operations in 14 countries serving over 6,000 active
customers.

*           In 2006, MTL had revenues of £85.3 million and profit after tax of
£5.5 million. MTL is listed on the London Stock Exchange's main market (ticker:
MTI). MTL's market value on the last day prior to the announcement of the Offer
was approximately £127 million.

*           Cooper is a global manufacturer with 2006 revenues of $5.2 billion
and net income of $464 million with approximately 33 per cent. of sales outside
the US. Incorporated in Bermuda with administrative headquarters in Houston,
Cooper employs approximately 31,000 people and operates eight divisions: Cooper
B-Line, Cooper Bussmann, Cooper Crouse-Hinds, Cooper Lighting, Cooper Menvier,
Cooper Power Systems, Cooper Wiring Devices and Cooper Tools Group. Through
these segments, Cooper serves four major markets: the industrial, commercial
construction, residential and utility markets.  Cooper is listed on the NYSE
(ticker: CBE) and has a current market capitalisation of approximately $10
billion.  For more information, visit the website at www.Cooperindustries.com.

Commenting on the Offer, Kirk Hachigian, Chairman and CEO, Cooper said:

"We are very excited about this transaction. MTL has a strong history of
excellent product quality and building solid customer relationships and we look
forward to working with MTL's management and extended team to jointly drive
accelerated sales growth, particularly in the European, Indian, and Asian
markets".



Commenting on the Offer, Malcolm D. Coster, Chairman of MTL, said:

"I believe that this represents an excellent deal for MTL's shareholders and
reflects the significant value that the company has built over the last few
years. There is much still to do in building the market position that MTL is
targeting for the future and Cooper's complementary product range and global
infrastructure will be instrumental in helping MTL to achieve this".


Commenting on the proposed transaction, Dr. Graeme S. Philp, Chief Executive of
MTL said:



"We anticipate that Cooper will help us to accelerate our progress towards our
goal of being the leading provider of automation networking solutions. They will
help us to develop packaged solutions for our customers to supplement our
instrumentation business whilst, importantly, preserving our independence as a
supplier to the world's leading automation systems companies. In our traditional
hazardous area business, the combination of Cooper and MTL will make us one of
the strongest global providers of hazardous area protection equipment".



This summary should be read in conjunction with the full text of the following
announcement and the Appendices. The Offer will be subject to the Conditions and
further terms set out in Appendix 1 to this announcement and to the full terms
and Conditions to be set out in the Offer Document. Appendix 2 to this
announcement contains bases and source notes relating to certain information
contained in this announcement. Certain terms used in this announcement are
defined in Appendix 4 to 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)                                      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



Terms used in this summary but not defined herein shall have the meanings given
to them in the full text of the announcement.



This announcement does not constitute 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 by the Offer
Document and the Form of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.



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.



Notice to overseas investors



The availability of the Offer and of the Loan Note Alternative to MTL
Shareholders who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions including the
details set out below. Further details in relation to overseas shareholders will
be contained in the Offer Document.



The release, publication or distribution of this announcement in jurisdictions
other than in 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. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction.  To the
fullest extent permitted by applicable law, the companies involved in the
proposed Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.  This announcement has been prepared for the
purposes of complying with English law, the Listing Rules, the rules of the
London Stock Exchange and the City 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 any jurisdiction outside the United
Kingdom.



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.



The Loan Notes which may be issued in connection with the Offer as described in
this announcement have not been, and will not be, registered under the US
Securities Act.  The Loan Notes are not being and may not be offered, sold,
resold, delivered or distributed, directly or indirectly in the United States or
to, or for the benefit or account of, persons who are US Persons (as such term
is defined in Rule 902 under the US Securities Act) unless the Loan Notes are
registered under the US Securities Act or an exemption from the registration
requirements of the US Securities Act is available.  Accordingly, the Loan Note
Alternative will not be available for acceptance by, or for the account or
benefit of, US Persons.  US Persons and persons acting for the account or
benefit of US Persons  (in each case where such US Persons are not in the United
States) will receive only cash in exchange for their MTL Shares.



The Loan Notes have not been, and will not be, registered or otherwise qualified
under the applicable securities laws of Canada or Japan or any sub-division or
jurisdiction thereof and no regulatory clearance in respect of the Loan Notes
has been, or will be, applied for in any such jurisdiction.  Accordingly, unless
an exemption under the relevant securities laws is applicable, the Loan Notes
are not being, and may not be, offered, sold, resold, delivered or distributed,
directly or indirectly, in or into Canada or Japan or in or into any other
jurisdiction where it would be unlawful to do so or to, or for the benefit or
account of, any Restricted Overseas Person.  Accordingly, the Loan Note
Alternative will not be available for acceptance in Canada or Japan or by any
Restricted Overseas Person.  To the extent such persons may receive or accept
the Offer, any persons in these jurisdictions and any other Restricted Overseas
Person will receive only cash in exchange for their MTL Shares.



Forward-looking statements



This announcement, oral statements made regarding the Offer, and other
information published by each of Cooper, Cooper UK and MTL contain statements
that are or may be "forward-looking statements", including for the purposes of
the US Private Securities Litigation Reform Act of 1995. These statements are
based on the current expectations of the management of each of Cooper, Cooper UK
and MTL and are naturally subject to uncertainty and changes in circumstances.
The forward-looking statements contained herein include statements about the
expected effects of the Offer on MTL and Cooper UK, the expected timing and
scope of the Offer, synergies, other strategic options and all other statements
in this announcement other than historical facts. Forward-looking statements
include, without limitation, statements typically containing words such as "
targets", "plans", "aims", "intends", "expects", "anticipates", "believes", "
estimates", "will" "may" and "should" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
These forward-looking statements are not guarantees of future performance and
have not been reviewed by the auditors of Cooper UK or MTL.  There are a number
of factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the satisfaction of the Conditions to
the Offer, as well as additional factors, such as changes in economic
conditions, changes in the level of capital investment, success of business and
operating initiatives and restructuring objectives, customers' strategies and
stability, changes in the regulatory environment, fluctuations in interest and
exchange rates, the outcome of litigation, government actions and natural
phenomena such as floods, earthquakes and hurricanes. Other unknown or
unpredictable factors could cause actual results to differ materially from those
in the forward-looking statements. Investors should not place undue reliance on
any forward-looking statements and neither Cooper, Cooper UK, nor MTL undertakes
any obligation to update publicly or revise forward-looking statements, whether
as a result of new information, future events or otherwise, except to the extent
legally required.



Dealing disclosure requirements



Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of MTL, all "dealings" in any "relevant securities" of MTL
(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
p.m. (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the 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 Rule 8.3.



Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of MTL by Cooper, Cooper UK or MTL, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
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 Panel's website at http://
www.thetakeoverpanel.org.uk.



"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 the application of Rule 8 to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, or consult the Panel's website at
www.thetakeoverpanel.org.uk.





FOR IMMEDIATE RELEASE

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

19 December 2007

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



1.               Introduction



The boards of Cooper Controls (U.K.) Limited ("Cooper UK") and The MTL
Instruments Group plc ("MTL" or the "Company") are pleased to announce that they
have reached agreement on the terms of a recommended cash offer to be made by
Cooper UK, an indirect wholly-owned subsidiary of Cooper Industries, Ltd. ("
Cooper"), for the entire issued and to be issued share capital of MTL (the "
Offer").



2.               The Offer



It is intended that the Offer will be implemented by way of a public offer under
the UK City Code on Takeovers and Mergers (the "Code" or "City Code").



The Offer, which will be made on the terms and subject to the Conditions
summarised below in Appendix 1 to this announcement and to the further terms
which will be set out in full in the Offer Document and the accompanying Form of
Acceptance, will be made on the following basis:


for each MTL Share                                                708.5 pence in cash

A Loan Note Alternative will be made available to all MTL Shareholders (other
than Restricted Overseas Persons).

The Offer values MTL's entire issued and to be issued share capital at
approximately £144 million.

The Offer Price of 708.5 pence per MTL Share represents a premium of
approximately:

     -    30 per cent. to the Closing Price of 545 pence per MTL Share on 1
          November 2007, being the last Business Day prior to the date of the 
          letter from Cooper to the Chairman of MTL expressing Cooper's interest 
          in making a recommended cash offer to acquire MTL;

     -    18.1 per cent. to the Closing Price of 600 pence per MTL Share on 12
          December 2007, being the last Business Day prior to MTL's announcement 
          that it had been approached regarding a possible offer for MTL;

     -    28.1 per cent. to the average Closing Price of approximately 553
          pence per MTL Share for the 3 month period ending on 12 December 2007, 
          being the last Business Day prior to MTL's announcement that it had 
          been approached regarding a possible offer for MTL; and

     -    represents a price/earnings multiple of 26.1 times MTL's 2006 earnings.



The acquisition of MTL offers Cooper the opportunity to enhance distribution
channels, offer customised solutions to key global customers and leverage the
technology platforms across Cooper's businesses.



3.               Background to, and reasons for, recommending the Offer



The MTL Directors are recommending acceptance of the Offer from Cooper for the
entire issued and to be issued share capital of MTL. This will be an opportunity
for all MTL Shareholders (other than certain overseas shareholders) to realise a
premium in cash to the current market price for the MTL Shares. From the
discussions that have taken place between MTL and Cooper, the MTL Board believes
that the commercial and strategic fit between the two groups will help MTL more
quickly to achieve its goal of becoming a leader in the provision of process
control network solutions for both hazardous and general purpose applications.



The combination with Cooper will also provide economies of scale and the ability
to offer MTL's customers complete solutions by combining MTL's electronic
technology with Cooper's enclosure and electro-mechanical components.  The
bringing together of the two companies has particular strengths in hazardous
area applications.



The opportunity that MTL is positioning itself to address is so significantly
greater than the markets that it has addressed historically that the required
levels of investment in both technology and operational capability, would be
difficult to sustain while continuing to grow the profitability of the company.



In the light of the above, the MTL Directors, having been so advised by Arden
Partners, consider the terms of the Offer to be fair and reasonable. In
providing this advice, Arden Partners has taken into account the commercial
assessment of the MTL Directors.



Accordingly, the MTL Directors intend unanimously to recommend that MTL
Shareholders accept the Offer, as the MTL Directors have irrevocably undertaken
to do in respect of their own respective beneficial holdings of MTL Shares
amounting, in aggregate, to 92,558 MTL Shares, representing approximately 0.47
per cent. of the existing issued ordinary share capital of MTL.



4.               Background to and reasons for the Offer



Cooper has a clear strategic rationale for combining MTL's business with its
existing business. The Cooper Directors believe that the combined entity will
have an attractive offering to a broad array of customers worldwide. In
particular, the expected benefits of the proposed combination of MTL with
Cooper's operations include:

1.   providing a wider global channel to sell the current generation of MTL
     and Cooper products into harsh, hazardous and explosion-proof environments;

2.   creating a synergistic relationship management approach to provide
     comprehensive and  customised solutions to a group of key global customers; 
     and

3.   leveraging and expanding MTL's capability as an R&D centre and product
     development platform for the development of future MTL-enabled and Cooper 
     "smart " lights, enclosures and other customer solutions.



5.               Information on MTL



MTL is a world leader in the development and supply of electronic
instrumentation and protection equipment for the process control and
telecommunications industries. The majority of MTL's equipment is used in
hazardous environments such as the petrochemical, chemicals and oil and gas
production industries. MTL supports customers globally mainly via direct
operations. MTL has live production plants across three continents and multiple
sites and support operations in 14 countries serving over 6,000 active
customers.



In 2006, MTL had revenues of £85.3 million and profit after tax of £5.5 million.
MTL is listed on London Stock Exchange's main market (ticker: MTI). Its market
value on the last day prior to the announcement of the Offer was approximately
£127 million.



6.               Information on Cooper UK



Cooper UK is an indirect wholly-owned subsidiary of Cooper and has been
established for the purpose of making acquisitions in the UK. Cooper UK has no
business activity in the UK other than as a holding company for its wholly owned
subsidiary, Cooper Controls Limited, formerly Polaron plc ("Polaron"), that it
acquired pursuant to a cash takeover offer announced in February 2007.



For the year ended 30 June 2006, Polaron had a turnover of £24 million and a
retained net loss of £1 million. The offer document for Polaron published on 20
February 2007 contained further details of that transaction.



7.               Information on Cooper



Cooper is a global manufacturer with 2006 revenues of $5.2 billion and net
income of $464 million with approximately 33 per cent. of sales outside the US.
Incorporated in Bermuda with administrative headquarters in Houston, Cooper
employs approximately 31,000 people and operates eight divisions: Cooper B-Line,
Cooper Bussmann, Cooper Crouse-Hinds, Cooper Lighting, Cooper Menvier, Cooper
Power Systems, Cooper Wiring Devices and Cooper Tools Group. Through these
segments, Cooper serves four major markets: the industrial, commercial
construction, residential and utility markets.  Cooper is listed on the NYSE
(ticker: CBE) and has a current market capitalisation of approximately $10
billion.  For more information, visit the website at www.cooperindustries.com.



8.               Irrevocable undertakings and letter of intent



Cooper UK has received irrevocable undertakings to accept the Offer in respect
of 92,558 MTL Shares, being the entire shareholdings of the MTL Directors,
representing approximately 0.47 per cent. of MTL's existing issued ordinary
share capital.  In addition, Cooper UK has received irrevocable undertakings to
accept the Offer from certain institutional and other MTL Shareholders in
respect of 5,240,514 MTL Shares representing approximately 26.89 per cent. of
the existing issued ordinary share capital of MTL.  These undertakings will
cease to be binding in the event of a competing offer for MTL which represents
an improvement of more than 10 per cent. on the value of the Offer. Accordingly,
MTL Shareholders owning approximately 27.36 per cent. of the existing issued
ordinary share capital of MTL have undertaken to accept the Offer.



Cooper UK has received a letter of intent from a further institutional MTL
Shareholder in respect of 1,647,733 MTL Shares representing approximately 8.45
per cent. of the existing issued ordinary share capital of MTL.



Further details of these irrevocable undertakings and letter of intent are set
out in Appendix 3 to this announcement.



9.               Financing the Offer



The cash consideration payable by Cooper UK to MTL Shareholders under the Offer
will be funded using Cooper's existing cash resources.



Lehman Brothers, financial advisers to Cooper, are satisfied that sufficient
financial resources are available to Cooper UK to enable it to satisfy in full
the cash consideration payable under the Offer.



10.           Management, employees and pensions



Cooper has a high regard for the management of MTL and recognises the importance
of the skills and experience of the existing management and employees in this
business.  It would be Cooper's intention to provide incentives for them to
remain with Cooper following the transaction and play a crucial role in helping
to further develop the group's combined operations. Cooper UK has given
assurances to the MTL Directors that, following the Offer becoming
unconditional, the existing employment rights, including pension rights, of the
management and employees of MTL will be safeguarded.



Cooper UK's current plans do not involve any material change to the conditions
of employment of MTL's employees, nor are there any current plans to change the
principal locations of MTL's businesses other than those currently planned by
MTL.



Cooper UK does not currently intend to make any material changes affecting
staffing levels in MTL or its subsidiaries.



11.            The Loan Note Alternative



MTL Shareholders who validly accept the Offer (other than Restricted Overseas
Persons) may elect to receive some or all of the cash consideration to which
they would otherwise be entitled under the Offer in the form of Loan Notes to be
issued by Cooper UK on the following basis:



    for each £1 of cash consideration       £1 nominal value of Loan Notes



The Loan Note Alternative will be subject to the further terms to be set out in
the Offer Document.



The Loan Notes, which will be governed by English law, will be unsecured, will
be guaranteed as to payment of principal and interest by Cooper and will be
issued, credited as fully paid, in amounts and multiples of £1 nominal value.



Entitlements, in aggregate, to Loan Notes will be rounded down to the nearest £1
and the balance of any consideration will be disregarded and will not be paid.



Unless previously repaid or redeemed, the Notes shall be repaid in full at par
on 30 April 2009, together with any accrued interest (subject to any deduction
or withholding required by law in respect of any tax) up to but excluding that
date.



The Loan Notes will bear interest at an annual rate of LIBOR minus 0.75 per
cent.



The Loan Notes will not be transferable except to certain family members or
family trusts and no application will be made for them to be listed or dealt in
on any stock exchange.



The Loan Notes are not being, and may not be, offered, sold, resold, delivered
or distributed, directly or indirectly, in or into the United States, Canada or
Japan or in or into any other jurisdiction where it would be unlawful to do so
or to, or for the account or benefit of, US Persons or any Restricted Overseas
Person.   Accordingly, the Loan Note Alternative will not be available for
acceptance in the United States, Canada or Japan or by any Restricted Overseas
Person.  Any persons in these jurisdictions and any Restricted Overseas Persons
(to the extent the Offer is made to such persons and such persons are not in the
United States) will only receive cash in exchange for MTL Shares.



Further details of the Loan Notes and the Loan Note Alternative will be
contained in the Offer Document.



12.            MTL Share Schemes



The Offer will affect share options and incentive awards granted under the MTL
Share Schemes.  Participants in the MTL Share Schemes will be contacted
regarding the effect of the Offer on their rights under these schemes and
appropriate proposals will be made to such participants in due course.



13.            Inducement fee agreement



MTL has agreed to pay an inducement fee to Cooper UK equivalent to one per cent.
of the value of the Offer calculated on the basis of the issued and to be issued
ordinary share capital of MTL at the Offer Price (plus any value added tax which
may be chargeable on such fee, to the extent that such value added tax is
recoverable by MTL) in the event that:

-         a competing offer is announced at any time after this announcement
          and before the Offer becomes unconditional in all respects or lapses 
          or is withdrawn and the Offer fails to become unconditional in all 
          respects or lapses or is withdrawn;

-         all, or a majority of, the MTL Directors withdraw or adversely
          modify their recommendation of the Offer and the proposed Offer fails 
          to become unconditional in all respects and lapses or is withdrawn; or

-         without the prior written consent of Cooper, MTL does anything
          which is listed in Rule 21.1(a) or (b) of the Code whether or not such 
          matter is approved by MTL Shareholders.



14.           Withdrawal from listing, compulsory acquisition of MTL Shares and
re-registration of MTL



As soon as it is appropriate to do so, and subject to the Offer becoming or
being declared unconditional in all respects, Cooper UK intends to procure that
MTL applies to the UK Listing Authority for cancellation of the admission of the
MTL Shares to the Official List and cancellation of the trading of MTL Shares on
the London Stock Exchange's market for listed securities.



If Cooper UK receives acceptances under the Offer in respect of and/or otherwise
acquires 90 per cent. or more of the MTL Shares to which the Offer relates and
the Offer becomes or is declared unconditional in all respects, Cooper UK
intends to exercise its right pursuant to the provisions of Sections 974-991 of
the 2006 Act to acquire compulsorily any outstanding MTL Shares not acquired or
agreed to be acquired pursuant to the Offer.



It is proposed that following the cancellation of its listing on the Official
List and of trading of its shares on the London Stock Exchange's market for
listed securities, MTL will be re-registered as a private company under the
relevant provisions of the Companies Act in due course.



15.           Disclosure of interests in MTL



Save for the irrevocable undertakings referred to in paragraph 8 above and as
disclosed below, as at the close of business on 17 December 2007, the last
practicable Business Day prior to the date of this announcement, neither Cooper,
Cooper UK, nor any of the Cooper Directors, or Cooper UK Directors, nor, so far
as the Cooper Directors, or Cooper UK Directors are aware, any person acting in
concert with Cooper, or Cooper UK, for the purposes of the Offer has any
interest in, right to subscribe for, or has borrowed or lent any MTL Shares or
securities convertible or exchangeable into MTL Shares ("MTL Securities"), nor
does any such person have any short position (whether conditional or absolute
and whether in the money or otherwise) including any short position under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery in relation to MTL Securities. For
these purposes, "arrangement" includes any indemnity or option arrangement or
any agreement or understanding, formal or informal, of whatever nature, relating
to MTL Securities which may be an inducement to deal or refrain from dealing in
such securities.


Party                                     Interest in MTL Securities
Lehman Brothers                           10,000



16.           General



The Offer will comply with the applicable rules and regulations of the UK
Listing Authority, the London Stock Exchange and the Code. The Offer will be
governed by English law and will be subject to the jurisdiction of the English
courts and the Conditions and further terms set out in Appendix 1 to this
announcement and to be set out in the Offer Document.



The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2 to this announcement.



The Offer will be subject to the applicable requirements of the Code.  The
formal Offer Document, setting out details of the Offer, and enclosing the Form
of Acceptance, will be dispatched to MTL Shareholders in due course.  This
announcement does not constitute an offer or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise.



The availability of the Offer and of the Loan Note Alternative to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction.  Persons who are not resident in the United Kingdom, or who are
subject to the laws of any jurisdiction other than the United Kingdom, should
inform themselves about and observe any applicable requirements.  Further
details in relation to overseas shareholders will be contained in the Offer
Document.



Certain terms used in this announcement are defined in Appendix 4 to this
announcement.



This announcement does not constitute 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 by the Offer
Document and the Form of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.



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.



Notice to overseas investors



The availability of the Offer and the Loan Note Alternative to MTL Shareholders
who are not resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions, including the details set out below.
Further details in relation to overseas shareholders will be contained in the
Offer Document.



The release, publication or distribution of this announcement in jurisdictions
other than in 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. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction.  To the
fullest extent permitted by applicable law, the companies involved in the
proposed Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.  This announcement has been prepared for the
purposes of complying with English law, the Listing Rules, the rules of the
London Stock Exchange  and the City 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 any jurisdiction outside the United
Kingdom.



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.



The Loan Notes which may be issued in connection with the Offer as described in
this announcement have not been, and will not be, registered under the US
Securities Act.  The Loan Notes are not being and may not be offered, sold,
resold, delivered or distributed, directly or indirectly in the United States or
to, or for the benefit or account of, persons who are US Persons (as such term
is defined in Rule 902 under the US Securities Act) unless the Loan Notes are
registered under the US Securities Act or an exemption from the registration
requirements of the US Securities Act is available.  Accordingly, the Loan Note
Alternative will not be available for acceptance by, or for the account or
benefit of, US Persons.  US Persons and persons acting for the account or
benefit of US Persons (in each case where such US Persons are not in the United
States) will receive only cash in exchange for their MTL Shares.



The Loan Notes have not been, and will not be, registered or otherwise qualified
under the applicable securities laws of Canada or Japan or any sub-division or
jurisdiction thereof and no regulatory clearance in respect of the Loan Notes
has been, or will be, applied for in any such jurisdiction.  Accordingly, unless
an exemption under the relevant securities laws is applicable, the Loan Notes
are not being, and may not be, offered, sold, resold, delivered or distributed,
directly or indirectly, in or into Canada or Japan or in or into any other
jurisdiction where it would be unlawful to do so or to, or for the benefit or
account of, any Restricted Overseas Person.  Accordingly, the Loan Note
Alternative will not be available for acceptance in Canada or Japan or by any
Restricted Overseas Person.  To the extent such persons may receive or accept
the Offer, any persons in these jurisdictions and any other Restricted Overseas
Person will receive only cash in exchange for their MTL Shares.



Forward-looking statements



This announcement, oral statements made regarding the Offer, and other
information published by each of  Cooper, Cooper UK and MTL contain statements
that are or may be "forward-looking statements", including for the purposes of
the US Private Securities Litigation Reform Act of 1995. These statements are
based on the current expectations of the management of each of Cooper, Cooper UK
and MTL and are naturally subject to uncertainty and changes in circumstances.
The forward-looking statements contained herein include statements about the
expected effects of the Offer on MTL and Cooper UK, the expected timing and
scope of the Offer, synergies, other strategic options and all other statements
in this announcement other than historical facts. Forward-looking statements
include, without limitation, statements typically containing words such as "
targets", "plans", "aims", "intends", "expects", "anticipates", "believes", "
estimates", "will" "may" and "should" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
These forward-looking statements are not guarantees of future performance and
have not been reviewed by the auditors of Cooper UK or MTL.  There are a number
of factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the satisfaction of the Conditions to
the Offer, as well as additional factors, such as changes in economic
conditions, changes in the level of capital investment, success of business and
operating initiatives and restructuring objectives, customers' strategies and
stability, changes in the regulatory environment, fluctuations in interest and
exchange rates, the outcome of litigation, government actions and natural
phenomena such as floods, earthquakes and hurricanes. Other unknown or
unpredictable factors could cause actual results to differ materially from those
in the forward-looking statements. Investors should not place undue reliance on
any forward-looking statements and neither Cooper, Cooper UK, nor MTL undertakes
any obligation to update publicly or revise forward-looking statements, whether
as a result of new information, future events or otherwise, except to the extent
legally required.



Dealing disclosure requirements



Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of MTL, all "dealings" in any "relevant securities" of MTL
(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
p.m. (London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the 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 City Code, all "dealings" in "relevant
securities" of MTL by Cooper, Cooper UK or MTL, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
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 Panel's website at http://
www.thetakeoverpanel.org.uk.



"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 the application of Rule 8 to you,
please contact an independent financial adviser authorised under the Financial
Services and Markets Act 2000, or consult the Panel's website at
www.thetakeoverpanel.org.uk.




                                   APPENDIX 1



               CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER



PART A: Conditions of the Offer



A       Conditions of the Offer

1                    Subject as stated in paragraph 4 below, the Offer will be
subject to the following conditions:

1.1               valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the First Closing Date of the Offer
(or such later time(s) and/or date(s) as Cooper UK may, subject to the rules of
the Takeover Code, decide) in respect of not less than 90 per cent. (or such
lower percentage as Cooper UK may decide) in nominal value of the MTL Shares to
which the Offer relates, provided that this condition will not be satisfied
unless Cooper UK shall have acquired or agreed to acquire (whether pursuant to
the Offer or otherwise) MTL Shares carrying in aggregate more than 50 per cent.
of the voting rights then normally exercisable at a general meeting of MTL,
including for this purpose (except to the extent otherwise agreed by the
Takeover Panel) any such voting rights attaching to any MTL Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise; and for this
purpose:

(a)                the expression "MTL Shares to which the Offer relates" shall
be construed in accordance with sections 974-991 of the 2006 Act;

(b)                MTL Shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry upon being entered in
the register of members of MTL; and

(c)                valid acceptances shall be deemed to have been received in
respect of MTL Shares which are treated for the purposes of section 979(8) of
the 2006 Act as having been acquired or contracted to be acquired by Cooper UK
by virtue of acceptances of the Offer;

1.2               to the extent that the Acquisition would constitute a relevant
merger within the meaning of section 23 of the Enterprise Act 2002, the Office
of Fair Trading not having indicated that it is their intention to refer the
proposed Acquisition, or any matters arising from or related to the Acquisition,
to the Competition Commission;

1.3               the German Bundeskartellamt notifying Cooper UK, in terms
satisfactory to Cooper UK, that the proposed Acquisition or any matter arising
from or relating to the Acquisition is not subject to prohibition pursuant to
section 36(1) of the Act Against Restraint of Competition of 1958;

1.4               all applicable filings having been made under the United
States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) or the
regulations made thereunder and all applicable waiting periods under that Act or
those regulations having 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;

1.5               no Third Party having intervened (as defined below) and there
not continuing to be outstanding any statute, regulation or order of any Third
Party in each case which would or might reasonably be expected to (in each case,
to an extent which is material in the context of the Offer or the MTL Group or
the Wider Cooper Group respectively taken as a whole):

(a)                make the Offer, its implementation or the acquisition or
proposed acquisition by Cooper UK or any member of the Wider Cooper Group of any
shares or other securities in, or control or management of, MTL or any member of
the MTL Group void, illegal or unenforceable in any jurisdiction, or otherwise
directly or indirectly restrain, prevent, prohibit, restrict or delay the same
or impose additional conditions or obligations with respect to the Offer or such
acquisition, or otherwise impede, challenge or interfere with the Offer or such
acquisition, or require amendment to the terms of the Offer or the acquisition
or proposed acquisition of any MTL Shares or the acquisition of control of MTL
or any member of the MTL Group by Cooper UK;

(b)                materially limit or delay the ability of Cooper UK or any
member of the Wider Cooper Group or any member of the MTL Group to acquire or to
hold or to exercise effectively, directly or indirectly, all or any rights of
ownership in respect of shares or other securities in, or to exercise voting or
management control over, any member of the MTL Group or any member of the Wider
Cooper Group;

(c)                require, prevent or materially delay the divestiture or alter
the terms envisaged for any proposed divestiture by Cooper UK or any member of
the Wider Cooper Group of any shares or other securities in MTL or any member of
the MTL Group;

(d)                require, prevent or materially delay the divestiture or alter
the terms envisaged for any proposed divestiture by Cooper UK or any member of
the Wider Cooper Group or by any member of the MTL Group of all or any portion
of their respective businesses, assets or properties or limit the ability of any
of them to conduct any of their respective businesses or to own or control any
of their respective assets or properties or any part thereof;

(e)                except pursuant to the Code or Chapter 3 of Part 28 of the
2006 Act, require Cooper UK or any member of the Wider Cooper Group or of the
MTL Group to subscribe for or acquire, or to offer to acquire, any shares or
other securities (or the equivalent) in any member of either Group owned by any
third party;

(f)                 materially limit the ability of Cooper UK or any member of
the Wider Cooper Group or any member of the MTL Group to conduct or integrate or
co-ordinate its business, or any part of it, with the businesses or any part of
the businesses of any other member of the Wider Cooper Group or any member of
the MTL Group;

(g)                result in any member of the Wider Cooper Group or any member
of the MTL Group ceasing to be able to carry on business under any name under
which it presently does so; or

(h)                otherwise materially adversely affect the business, assets,
profits, financial or trading position or prospects of any member of the Wider
Cooper Group or any member of the MTL Group,

and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction having expired,
lapsed or been terminated;

1.6               all notifications and filings which are necessary having been
made, all appropriate waiting and other time periods (including any extensions
of such waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection with
the Offer or the acquisition or proposed acquisition of any shares or other
securities in, or control of, MTL or any other member of the MTL Group by Cooper
UK or any member of the Wider Cooper Group or the carrying on by any member of
the MTL Group of its business;

1.7               all Authorisations which are necessary in any relevant
jurisdiction for or in respect of the Offer or the acquisition or proposed
acquisition of any shares or other securities in, or control of, MTL or any
other member of the MTL Group by any member of the Wider Cooper Group or the
carrying on by any member of the MTL Group of its business having been obtained,
provided that such Authorisations shall not impose any conditions or require the
taking or refraining from taking of any action by any member of the MTL Group or
the Wider Cooper Group, from all appropriate Third Parties or from any persons
or bodies with whom any member of the MTL Group has entered into contractual
arrangements, in each case where the absence of such Authorisations would have
an adverse effect on the MTL Group or the Wider Cooper Group in each case taken
as a whole and all such Authorisations remaining in full force and effect and
there being no notice or intimation of any intention to revoke, suspend,
restrict, modify or not to renew any of the same;

1.8               except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise or other instrument to which
any member of the MTL Group is a party, or by or to which any such member or any
of its assets is or are or may be bound, entitled or subject or any circumstance
which, in each case as a consequence of the Offer or the acquisition or proposed
acquisition of any shares or other securities in, or control of, MTL or any
other member of the MTL Group by Cooper UK or any member of the Wider Cooper
Group or otherwise, could or might reasonably be expected to result in (in each
case to an extent which is material in the context of the MTL Group taken as a
whole):

(a)                any amount of monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to, any member of
the MTL Group being or becoming repayable or capable of being declared repayable
immediately or prior to its stated repayment date or the ability of any member
of the MTL Group to borrow monies or incur any indebtedness being withdrawn or
inhibited or becoming capable of being withdrawn;

(b)                the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interests of any member of the MTL Group or any such mortgage, charge or
other security interest (wherever created, arising or having arisen) becoming
enforceable;

(c)                any such arrangement, agreement, licence, permit, franchise
or instrument, or the rights, liabilities, obligations or interests of any
member of the MTL Group thereunder, being or becoming capable of being,
terminated or adversely modified or affected in any respect or any adverse
action being taken or any onerous obligation or liability arising thereunder;

(d)                any material asset or interest of any member of the MTL
Group, or any material asset the use of which is enjoyed by any member of the
MTL Group, ceasing to be available to any member of the MTL Group or any right
arising under which any such asset or interest could be required to be disposed
of or could cease to be available to any member of the MTL Group otherwise than
in the ordinary course of business;

(e)                any member of the MTL Group ceasing to be able to carry on
business under any name under which it presently does so;

(f)                 the creation or assumption of material liabilities (actual
or contingent) by any member of the MTL Group;

(g)                the financial or trading position or the prospects or the
value of any member of the MTL Group being materially prejudiced or adversely
affected; or

(h)                any member of the MTL Group being required to acquire any
shares in and/or repay any indebtedness of any member of the MTL Group owned by
or owed to any third party;

and, no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit or other instrument, could result in any
of the events or circumstances which are referred to in paragraphs (a) to (h) of
this Condition 1.8;

1.9               since 31 December 2006 and except as Disclosed, no member of
the MTL Group having:

(a)                issued or agreed to issue, or authorised the issue of,
additional shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities other than to other members of the MTL Group or shares
issued pursuant to the exercise of options or the vesting of awards in each case
granted under the MTL Share Schemes;

(b)                purchased or redeemed or repaid or proposed the purchase,
redemption or repayment of any of its own shares or other securities (or the
equivalent) or reduced or (save in respect of the matters mentioned in paragraph
1.9 (a) above) made any other change to any part of its share capital;

(c)                recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue in respect of shares, dividend or other
distribution whether payable in cash or otherwise (other than to a member of the
of MTL Group);

(d)                except as between members of the MTL Group, made or
authorised or proposed or announced its intention to propose any change in its
loan capital;

(e)                (other than any acquisition or disposal between members of
the MTL Group) merged with, demerged or acquired any body corporate, partnership
or business or acquired or disposed of or (other than in the ordinary course of
business) transferred, mortgaged or charged or created any security interest
over any assets or any right, title or interest in any assets (including shares
in any undertaking and trade investments) or authorised, proposed or announced
the same save for any transaction between members of the MTL Group;

(f)                 issued or authorised the issue of, or made any change in or
to, any debentures or (other than transactions between members of the MTL Group)
incurred or increased any indebtedness or liability (actual or contingent) which
in any case is material in the context of the MTL Group taken as a whole;

(g)                entered into, varied, authorised or announced its intention
to enter into or vary any agreement, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) which:

(i)                 is of a long term, onerous or unusual nature or magnitude or
which is or could involve an obligation of such nature or magnitude;

(ii)                could reasonably be expected to restrict the business of any
member of the Wider Cooper Group to an extent material in the context of the
Cooper Group taken as a whole;

(iii)              could reasonably be expected to restrict the business of any
member of the MTL Group; or

(iv)              is other than in the ordinary course of business,

and which in case of (i), (iii) or (iv) is material in the context of the MTL
Group taken as a whole;

(h)                entered into, implemented, effected or authorised any merger,
demerger, reconstruction, amalgamation, scheme, commitment or other transaction
or arrangement in respect of itself or another member of the MTL Group (other
than as between members of the MTL Group) which in any case is material in the
context of the MTL Group taken as a whole;

(i)                  entered into, or varied, the terms of, any contract,
agreement or arrangement with any of the directors or senior executives of MTL
or entered into, or varied, the terms of, any contract, agreement or arrangement
with any senior executives of any member of the MTL Group with a salary in
excess of £100,000;

(j)                  taken any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any part of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction;

(k)                been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business;

(l)                  waived or compromised any claim which is material in the
context of the MTL Group taken as a whole;

(m)              made any material alteration to its memorandum or articles of
association;

(n)                made or agreed or consented to any significant change to the
terms of the trust deeds constituting the pension schemes established for its
directors, employees or their dependants or to the benefits which accrue, or to
the pensions which are payable, thereunder, or to the basis on which
qualification for, or accrual or entitlement to, such benefits or pensions are
calculated or determined or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or consented to
any change to the trustees including the appointment of a trust corporation;

(o)                proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any person employed by the MTL Group
in a manner which is material in the context of the MTL Group; or

(p)                entered into any agreement, commitment or arrangement or
passed any resolution or made any offer (which remains open for acceptance) or
proposed or announced any intention with respect to any of the transactions,
matters or events referred to in this Condition 1.9;

1.10           since 31 December 2006 and except as Disclosed:

(a)                there having been no adverse change or deterioration in the
business, assets, financial or trading positions or profit or prospects of any
member of the MTL Group which in any case is material in the context of the MTL
Group taken as a whole;

(b)                no contingent or other liability of any member of the MTL
Group having arisen or become apparent or increased which in any case is
material in the context of the MTL Group taken as a whole;

(c)                no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the MTL Group is or may become a party
(whether as claimant, defendant or otherwise) having been threatened, announced,
implemented or instituted by or against or remaining outstanding against or in
respect of any member of the MTL Group which in any case is material in the
context of the MTL Group taken as a whole;

(d)                no enquiry or investigation by, or complaint or reference to,
any Third Party having been threatened, announced, implemented, instituted by or
against or remaining outstanding against or in respect of any member of the MTL
Group which in any case is material in the context of the MTL Group taken as a
whole; and

(e)                no claim being made and no circumstance having arisen which
might lead to a claim being made under the insurance of any member of the MTL
Group which is material in the context of the MTL Group taken as a whole;

1.11           Cooper UK not having discovered:

(a)                that any financial or business or other information
concerning the MTL Group Disclosed, is misleading or contains any
misrepresentation of fact or omits to state a fact necessary to make any
information contained therein not misleading and which was not subsequently
corrected before the date of this document by fair disclosure either publicly or
otherwise to Cooper, to an extent which in any case is material in the context
of the MTL Group taken as a whole; or

(b)                that any member of the MTL Group is subject to any liability
(actual or contingent) which is not Disclosed and which in any case is material
in the context of the MTL Group taken as a whole;

1.12           except as Disclosed, Cooper UK not having discovered:

(a)                that any past or present member of the MTL Group has not
complied with any applicable legislation or regulations of any jurisdiction with
regard to the use, treatment, handling, storage, transport, release, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or the health and safety of any person, or
that there has otherwise been any such use, treatment, handling, storage,
transport, release, disposal, discharge, spillage, leak or emission (whether or
not this constituted a non-compliance by any person with any legislation or
regulations and wherever the same may have taken place) which, in any case,
would be likely to give rise to any liability (whether actual or contingent) or
cost on the part of any member of the MTL Group which in any case is material in
the context of the MTL Group taken as a whole;

(b)                that there is, or is likely to be, any liability, whether
actual or contingent, to make good, repair, reinstate or clean up any property
now or previously owned, occupied or made use of by any past or present member
of the MTL Group or any controlled waters under any environmental legislation,
regulation, notice, circular, order or other lawful requirement of any relevant
authority or Third Party or otherwise which in any case is material in the
context of the MTL Group taken as a whole; or

(c)                that circumstances exist whereby a person or class of persons
would be likely to have a claim in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the MTL Group which is material in
the context of the MTL Group taken as a whole.

1.13           The Offer will lapse (unless otherwise agreed by the Takeover
Panel) if, before the First Closing Date or the date when the Offer becomes or
is declared unconditional as to acceptances (whichever is the later) the Offer
is referred to the Competition Commission in the United Kingdom.  If the Offer
does so lapse, not only will the Offer cease to be capable of further acceptance
but also MTL Shareholders and Cooper UK shall then cease to be bound by
acceptances delivered on or before the date on which the Offer lapses.

2                    For the purpose of these Conditions:

2.1               "Third Party" means any central bank, government, government
department or governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body, authority (including any national anti-trust
or merger control authority), court, trade agency, association institution or
professional or environmental body or any other person or body whatsoever in any
relevant jurisdiction;

2.2               a Third Party shall be regarded as having "intervened" if it
has decided to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or made, proposed or enacted any
statute, regulation, decision or order or taken any measures or other steps or
required any action to be taken or information to be provided or otherwise
having done anything and "intervene" shall be construed accordingly; and

2.3               "Authorisations" means authorisations, orders, grants,
recognitions, determinations, certificates, confirmations, consents, licences,
clearances, provisions and approvals.

3                    Cooper UK reserves the right, with the consent of the MTL
Directors, to elect to implement the acquisition of the MTL Shares by way of a
scheme of arrangement under section 425 of the Companies Act. In such event, the
scheme of arrangement will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which could apply to the
Offer. In particular, condition 1.1 will not apply and the scheme of arrangement
will become effective and binding following:

(a)                approval at a court meeting by a majority in number,
representing 75 per cent. or more in value present and voting, either in person
or by proxy, of the holders of the MTL Shares (or the relevant class or classes
thereof);

(b)                the resolution(s) required to approve and implement the
scheme of arrangement and to be set out in the notice of an extraordinary
general meeting to the holders of MTL Shares being passed by the requisite
majority at such extraordinary general meeting; and

(c)                sanction of the scheme of arrangement and confirmation of the
reduction of a capital involved therein by the court (in both cases with or
without modifications on terms reasonably acceptable to Cooper UK) and an office
copy of the orders of the court sanctioning the scheme of arrangement and
confirming the cancellation of share capital which forms part of it being
delivered for registration to the Registrar of Companies and being registered by
him.

4                    Subject to the requirements of the Takeover Panel, Cooper
reserves the right to waive all or any of the above conditions, in whole or in
part, except condition 1.1.

5                    Conditions 1.2 to 1.12 (inclusive) must be fulfilled, be
determined by Cooper UK to be or remain satisfied or (if capable of waiver) be
waived by midnight on the 21st day after the later of the First Closing Date of
the Offer and the date on which condition 1.1 is fulfilled (or in each case such
later date as Cooper UK may, with the consent of the Takeover Panel, decide),
failing which the Offer will lapse. Cooper UK shall be under no obligation to
waive (if capable of waiver), to determine to be or remain satisfied or to treat
as fulfilled any of conditions 1.2 to 1.12 (inclusive) by a date earlier than
the latest date specified above for the fulfilment of that condition.

6                    If the Takeover Panel requires Cooper UK to make an offer
for MTL Shares under the provisions of Rule 9 of the Takeover Code, Cooper UK
may make such alterations to the conditions of the Offer, including to condition
1.1, as are necessary to comply with the provisions of that Rule.



B         Certain further terms of the Offer

The MTL Shares will be acquired by Cooper UK fully paid up and free from all
liens, equities, charges, encumbrances and other third party rights and/or
interests and together with all  rights now or hereafter attaching thereto,
including the right to receive and retain all dividends, interest and other
distributions declared, made or payable on or after the date of this
announcement.

The Offer will be on the terms and will be subject, inter alia, to the
Conditions which are set out in paragraph 1 of this Appendix and those terms
which will be set out in the formal Offer Document or the Form of Acceptance and
such further terms as may be required to comply with the Listing Rules and the
provisions of the Takeover Code.  The Offer and any acceptances thereunder will
be governed by English law.

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions.  Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

The Loan Notes are not being, and may not be, offered, sold, resold, delivered
or distributed, directly or indirectly, in or into the United States, Canada or
Japan or to, or for the benefit or account of, US Persons or any Restricted
Overseas Person.  Accordingly, the Loan Note Alternative will not be available
for acceptance in the United States, Canada or Japan or by any Restricted
Overseas Person. To the extent they are eligible to receive and accept the
Offer, any persons in these jurisdictions and any other Restricted Overseas
Person will receive only cash in exchange for MTL Shares.



                                   APPENDIX 2

                    BASES AND SOURCES AND OTHER INFORMATION

1.           The value attributed to the existing issued share capital of MTL is
based upon 19,489,427 MTL Shares in issue as at 18 December 2007. The value
attributed to the entire issued and to be issued share capital of MTL is based
upon the aggregate of (i) that number of MTL Shares in issue as at close of
business on 18 December 2007, (ii) an additional 898,132 MTL Shares issuable on
the exercise of options or the vesting of awards under the MTL Share Schemes.

2.           The financial information relating to MTL has been extracted or
derived (without material adjustment) from MTL's annual report and accounts for
the year ended 31 December 2006 and MTL's interim report for the six months
ended 30 June 2007.

3.           The financial information relating to Cooper has been extracted or
derived (without material adjustment) from the audited consolidated financial
statements of Cooper for the year ended 31 December 2006 as filed with the SEC
on Form 10-K on 21 February 2007.

4.           The financial information relating to Polaron has been extracted or
derived (without material adjustment) from the audited consolidated financial
statements of Polaron for the year ended 30 June 2006.

5.           All prices for MTL Shares have been derived from Bloomberg and
represent the Closing Price on the relevant date.

6.           The market capitalisation of MTL on 18 December 2007 is based upon
19,489,427 MTL Shares in issue on that date.

                                   APPENDIX 3

            DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

The following MTL Directors have given irrevocable undertakings as described in
paragraph 8 of this announcement in respect of the number of MTL Shares set out
below:

Name                          Number of                  % of MTL's Issued
                             MTL Shares                   Share Capital
Malcolm Coster                 25,208                         0.13%
William Greenhalgh             16,513                         0.08%
Graeme Philp                   25,837                         0.13%
Terence Lazenby                25,000                         0.13%
Total                          92,558                         0.47%



In addition, the MTL Directors have agreed that the undertaking to accept the
Offer will extend to MTL Shares issued or awarded to them before the Offer
becomes wholly unconditional on the exercise of options or vesting of awards
under the MTL Share Scheme.

The following MTL Shareholders have given irrevocable undertakings as described
in paragraph 8 of this announcement in respect of the number of MTL Shares set
out below:
Name                                                    Number of                  % of MTL's Issued
                                                        MTL Shares                   Share Capital
AXA Framlington Investment Management Limited           2,372,970                       12.18%
(1)
Cazenove Capital Management Limited(2)                  1,365,000                        7.00%
Scottish Widows Investment Partnership Limited           898,256                         4.61%
(1)
Montanaro Investment Managers Limited                    419,330                         2.15%
Gartmore Investment Limited                              184,958                         0.95%
Total                                                   5,240,514                       26.89%

(1)   These irrevocable undertakings will cease to be binding in the event that
the discretionary management control held over the relevant MTL Shares by the
provider of irrevocable undertaking is terminated or withdrawn

 (2)  Includes Contracts for Difference for 397,800 shares (2.04%)

These irrevocable undertakings will cease to be binding in the event of a
competing offer for MTL which represents an improvement of more than 10 per
cent. on the value of the Offer.


In addition, the following MTL Shareholder has provided a letter of intent to
take up the Offer:
                    Name                               Number of                    % of MTL's Issued
                                                       MTL Shares                     Share Capital
Standard Life Investments Limited                      1,647,733                          8.45%
Total                                                  1,647,733                          8.45%



Accordingly, including the total irrevocables and letter of intent received at
the time of this announcement, MTL Shareholders holding 35.82 per cent. of MTL's
current issued capital support this Offer.



                                   APPENDIX 4

                                  DEFINITIONS



The following definitions apply throughout this announcement unless the context
requires otherwise.


2006 Act                             the Companies Act 2006

Acquisition                          the proposed acquisition by Cooper UK, pursuant to the Offer, of the
                                     issued and to be issued share capital of MTL

Arden Partners                       Arden Partners plc

associate                            shall be construed in accordance with sections 988(1)(a) to (e)
                                     (inclusive) of the 2006 Act

Authorisations                       authorisations, orders, directions, rules, grants, recognitions,
                                     determinations, certifications, confirmations, consents, licences,
                                     clearances, provisions, permissions and approvals

Business Day                         a day, not being a public holiday, Saturday or Sunday, on which banks
                                     generally are open for normal business in the City of London

Canada                               Canada, its provinces and territories and all areas subject to its
                                     jurisdiction and any political sub-division thereof

Closing Price                        the closing middle market price of a MTL Share as derived from the
                                     Bloomberg news service provided by Bloomberg L.P.

Companies Act                        the Companies Act 1985 (as amended)

Conditions                           the conditions to the implementation of the Offer, as set out in
                                     Appendix 1 of this announcement and to be set out in the Offer
                                     Document

Cooper                               Cooper Industries, Ltd.

Cooper Directors                     the board of directors of Cooper

Cooper Group                         Cooper and its subsidiary undertakings

Cooper UK                            Cooper Controls (U.K.) Limited, an indirect wholly-owned subsidiary of
                                     Cooper

Cooper UK Directors                  the board of directors of Cooper UK

Disclosed                            (i) as publicly announced by MTL (by the delivery of an announcement
                                     to an authorised regulatory information service) prior to the date of
                                     this announcement (ii) disclosed in this announcement (iii) fairly
                                     disclosed prior to the date of this announcement in the electronic
                                     data room established by MTL for the purposes of the Offer (iv) fairly
                                     disclosed in written information provided to Cooper UK or its agents
                                     or advisers by or on behalf of MTL in the context of the Offer prior
                                     to the date of this announcement; or (v) fairly disclosed in MTL's
                                     annual report and financial statements for the year ended 31 December
                                     2006

First Closing Date                   21 days after the date of the posting of the Offer Document (or such
                                     other date as Cooper may, subject to the provisions of the Code,
                                     decide)

Form of Acceptance                   the form of acceptance, authority and election relating to the Offer
                                     which will accompany the Offer Document

Group                                means the Cooper Group or the MTL Group as the context requires

Japan                                Japan, its cities, prefectures, territories and possessions and all
                                     areas subject to its jurisdiction and any political sub-division
                                     thereof

Lehman Brothers                      Lehman Brothers Europe Limited

Listing Rules                        the listing rules of the UK Listing Authority (as amended from time to
                                     time)

Loan Note Alternative                the alternative whereby MTL Shareholders (other than Restricted
                                     Overseas Persons) validly accepting the Offer may elect to receive
                                     Loan Notes instead of all or part of the cash consideration to which
                                     they would otherwise be entitled under the Offer

Loan Notes                           the floating rate unsecured loan notes to be issued by Cooper UK
                                     pursuant to the Loan Note Alternative and guaranteed by Cooper

MTL Directors                        the board of directors of MTL

MTL Group                            MTL and its subsidiary undertakings

MTL Shareholders                     registered holders of MTL Shares from time to time

MTL Share Schemes                    the MTL 2005 Long Term Incentive Plan, the MTL Unapproved Share Option
                                     Scheme 1995 and the MTL Sharesave Scheme 1999

MTL Shares                           ordinary shares of 10 pence each in the capital of MTL

NYSE                                 New York Stock Exchange

Offer                                the recommended cash offer to be made by Cooper UK to acquire the
                                     entire issued and to be issued ordinary share capital of MTL on the
                                     terms and subject to the conditions to be set out in the Offer
                                     Document and including, where the context requires, any subsequent
                                     revision, variation, extension or renewal of, or election available
                                     under, such Offer

Offer Document                       the document to be despatched to MTL Shareholders and, for information
                                     only, to participants in the MTL Share Schemes, which, together with
                                     the Form of Acceptance, will contain the full terms and conditions of
                                     the Offer and the Loan Note Alternative

Offer Price                          708.5 pence per MTL Share

Official List                        the Official List of the UK Listing Authority

pence or £                           the lawful currency of the United Kingdom

Registrar of Companies               the Registrar of Companies for England and Wales

Restricted Overseas Person           a US Person, a person in the United States or a person (including an
                                     individual, partnership, unincorporated syndicate or organisation,
                                     incorporated association, trust, trustee, executor, administrator or
                                     other legal representative) in or resident in Canada or Japan or in,
                                     or resident in, any other jurisdiction in, or into which, the Loan
                                     Note Alternative may not lawfully be offered or made or in which the
                                     Loan Note Alternative may not lawfully be accepted

SEC                                  the United States Securities and Exchange Commission

subsidiary, subsidiary undertaking,  have the meanings ascribed to them under the Companies Act
associated undertaking and
undertaking

substantial interest                 A direct or indirect interest of 10 per cent. of the equity share
                                     capital

Takeover Code, City Code or Code     the City Code on Takeovers and Mergers

Takeover Panel or Panel              the Panel on Takeovers and Mergers

Third Party                          any central bank, ministry, government, government department,
                                     governmental, quasi-governmental (including the European Union),
                                     supranational, statutory regulatory or investigative body or authority
                                     (including any national or supranational anti-trust or merger control
                                     authority), national, state, municipal or local government (including
                                     any subdivision, court, administrative agency or commission or other
                                     authority thereof), private body or other authority, trade agency,
                                     association, institution or professional or environmental body or any
                                     other person or body whatsoever in any relevant jurisdiction,
                                     including for the avoidance of doubt, the Panel

UK Listing Authority                 the Financial Services Authority acting in its capacity as the
                                     competent authority for listing under the Financial Services and
                                     Markets Act 2000

UK or United Kingdom                 the United Kingdom of Great Britain and Northern Ireland

US or United States                  the United States of America, its territories and possessions, any
                                     state of the United States and the District of Columbia

US Person                            a U.S. person, as such term is defined in Rule 902 promulgated under
                                     the US Securities Act

US Securities Act                    United States Securities Act of 1933, as amended

Wider Cooper Group                   Cooper and the subsidiaries and subsidiary undertakings of Cooper and
                                     associated undertakings (including any joint venture, partnership,
                                     firm or company) in which any member of the Cooper Group is interested
                                     or any undertaking in which Cooper and such undertakings (aggregating
                                     their interests) have a substantial interest



All references to time in this announcement are to London time unless otherwise
stated.






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

OFFZKLFFDLBEFBK