TIDMAGA TIDMTTM
RNS Number : 2851Z
Aga Rangemaster Group PLC
16 September 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
16 September 2015
RECOMMENDED CASH ACQUISITION
for
AGA RANGEMASTER GROUP PLC
by
MIDDLEBY UK RESIDENTIAL HOLDING LTD
(a wholly-owned subsidiary of The Middleby Corporation)
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement and exercise of
options
Court Sanction of Scheme of Arrangement
On 15 July 2015 the Boards of AGA Rangemaster Group plc (AGA)
and The Middleby Corporation (Middleby) announced that they had
reached agreement on the terms of a recommended offer for the
acquisition of the entire issued and to be issued share capital of
AGA by Middleby UK Residential Holding Ltd (Bidco), a wholly-owned
subsidiary of Middleby (the Transaction). As outlined in the
announcement made pursuant to Rule 2.7 of the City Code on
Takeovers and Mergers (the Takeover Code) in relation to the
Transaction, the Transaction was intended to be implemented by
means of a scheme of arrangement of AGA under Part 26 of the
Companies Act 2006 (the Scheme).
On 8 September, the Scheme was approved by the Scheme
Shareholders at the Court Meeting.
AGA is pleased to announce that the High Court of Justice of
England and Wales has, today, made an order sanctioning the Scheme
under section 899 of the Companies Act 2006 (without material
modification or amendment).
Next steps
As announced earlier today, the trading of AGA Shares on the
London Stock Exchange's Main Market and the listing of AGA Shares
on the premium listing segment of the Official List have each been
suspended with effect from 7.30 a.m. (London time) today (16
September 2015).
It is expected that the Scheme will become Effective on, or
around, 23 September 2015 and that the listing of the AGA Shares on
the premium listing segment of the Official List and the trading of
AGA Shares on the London Stock Exchange's Main Market will each be
cancelled at 8.00 a.m. on the Business Day following the Effective
Date. Further announcements will be made to confirm when the Scheme
has become Effective and when the admission to listing and to
trading of AGA Shares have each been cancelled.
A timetable of the key remaining events is set out in the Scheme
Document sent to AGA shareholders on 17 August 2015 (the Scheme
Document).
Exercise of nil cost options under the AGA Rangemaster Group plc
2010 Company Share Option Plan (the AGA Share Plan)
Following notifications made in accordance with DTR 3.1.2 on 16
September 2015 in relation to the exercise of nil cost options
granted under the AGA Share Plan on 16 September 2015, in
accordance with DTR 3.1.4(R)(1)(a), AGA wishes to notify the
following acquisitions of ordinary shares in AGA by persons
discharging managerial responsibility (PDMRs).
PDMR Ordinary Shares acquired Price paid
------------ ------------------------- -----------
W B McGrath 261,937 Nil
------------ ------------------------- -----------
S M Smith 150,464 Nil
------------ ------------------------- -----------
G J V Green 90,165 Nil
------------ ------------------------- -----------
G A Killer 28,653 Nil
------------ ------------------------- -----------
P M Sissons 28,653 Nil
------------ ------------------------- -----------
The AGA Shares acquired by the PDMRs shall be issued on or
shortly after the Effective Date and shall, pursuant to the
amendment made to AGA's articles of association at the AGA General
Meeting on 8 September 2015, be immediately transferred to Bidco
(or as Bidco may otherwise direct in writing).
General
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the Scheme Document
Enquiries
AGA:
William McGrath Tel: +44 (0)1926 455 731
Shaun Smith
Rothschild:
(Financial Adviser to AGA)
Stuart Vincent Tel: +44 (0)20 7280 5000
Alistair Allen
Numis:
(Financial Adviser and Broker to AGA)
Chris Wilkinson Tel: +44 (0)20 7260 1000
Andrew Holloway
Brunswick Group:
(Communications Adviser to AGA)
Simon Sporborg Tel: +44 (0)20 7404 5959
Nina Coad
Important disclaimers (including in relation to securities law
restrictions)
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Transaction or otherwise. The
Transaction will be made solely pursuant to the terms of the Scheme
Document, which contains the full terms and conditions of the
Transaction, including details of how to vote in respect of the
Transaction. Any decision in respect of, or other response to, the
Transaction should be made only on the basis of the information
contained in the Scheme Document. This announcement does not
constitute a prospectus or a prospectus equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than 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. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their AGA Shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English law and the Takeover 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 jurisdictions outside the United Kingdom.
No person has been authorised to make any representations on
behalf of AGA, Bidco or Middleby (or any of their respective
Affiliates) concerning the Scheme or the Transaction which are
inconsistent with the statements contained herein, and any such
representations, if made, may not be relied upon as having been so
authorised.
Copies of this announcement and any formal documentation
relating to the Transaction are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, AGA, Bidco and Middleby (and their respective Affiliates)
disclaim any responsibility or liability for the violation of such
restrictions by any person.
No person should construe the contents of this announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Notice to US investors
The Transaction relates to the shares of an English company that
is not registered under the Exchange Act and is being made by means
of a scheme of arrangement provided for under English company law.
A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the Exchange Act. Accordingly, the Transaction is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements in the United States tender offer and proxy
solicitation rules under the Exchange Act. Financial information
included (or incorporated by reference) in this announcement and
the Scheme Document in relation to AGA has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States. It may be difficult for US holders
of AGA Shares to enforce their rights and any claim arising out of
US federal laws, since AGA and certain Affiliates of Middleby are
located in a non-US jurisdiction and some or all of their officers
and directors may be resident in a non-US jurisdiction. US holders
of AGA Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement. If Bidco exercises its right to implement the
Transaction by way of a Takeover Offer, such offer will be made in
compliance with applicable US laws and regulations.
AGA Financial advisers
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