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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Aga Rangemaster | LSE:AGA | London | Ordinary Share | GB00B2QMX606 | ORD 46 7/8P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 184.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 20 November 2006 Aga Foodservice Group plc ("Aga") Statement regarding merger proposal made to Enodis plc ("Enodis") Aga notes the announcement made by Enodis on 17 November 2006. Aga confirms that it wrote to Enodis to summarise the commercial and financial rationale for a combination of the businesses. The letter contained illustrative merger terms. Aga also indicated to Enodis that it estimates that there would be significant synergies achievable following a combination. Aga is not in a position to quantify the level of these synergies at this stage but will do so in any offer announcement made under Rule 2.5 of The Takeover Code, together with the appropriate reports. HSBC has confirmed its willingness to underwrite the facilities required to implement an offer and to finance the enlarged group. The availability of this financing would not be conditional on obtaining the approval of the board of Enodis or access to due diligence information - notwithstanding that these are being sought. Aga remains keen to work with the directors and senior management team of Enodis to create a single, dynamic group offering cookers and refrigeration products to commercial customers and to consumers "equipping the world's best kitchens". Aga believes that there is a clear strategic and financial logic to a merger. It will provide geographical balance; product range enhancement; procurement efficiencies; manufacturing base specialisation; and sound financial and treasury structures. The merged entity would be a leader in its core US and European commercial regions with a strong and complementary premium consumer appliance operation. William McGrath, Chief Executive of Aga said: "We believe that a combination to create a financially strong, well balanced, leading international supplier of cookers and fridges has compelling strategic and financial logic, therefore generating value for shareholders in both companies." Enquiries: William McGrath, Chief Executive, Aga Foodservice Group plc - 0121 711 6015 Simon Sporborg/Nina Coad, Brunswick - 020 7404 5959 This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the City Code on Takeovers and Mergers the "City Code") and, accordingly, there can be no certainty that any offer will be made. This announcement contains a number of forward-looking statements relating to Aga and Enodis with respect to, among others, the following: financial conditions; results of operations; the businesses of Aga and Enodis; future benefits of the transaction; and management plans and objectives. Aga considers any statements that are not historical facts as "forward-looking statements". They involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others, the following possibilities: future revenues are lower than expected; costs or difficulties relating to the combination of the businesses of Aga and Enodis, or of other future acquisitions, are greater than expected; expected cost savings from the transaction or from other future acquisitions are not fully realised or not realised within the expected time frame; competitive pressures in the industry increase; general economic conditions or conditions affecting the relevant industries, whether internationally or in the places Aga and Enodis do business, are less favourable than expected, and/or conditions in the securities market are less favourable than expected. Except as required by the FSA, the London Stock Exchange or applicable law, Aga expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in Aga's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. 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% or more of any class of "relevant securities" of Aga or of Enodis, 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 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 Aga or of Enodis, 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 Aga or of Enodis by Aga or Enodis, 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 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 whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7236 7005. The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws or any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction. END
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