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
17 August
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
Posting of Scheme
Document
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
Offer (the Rule 2.7 Announcement), the Offer is intended to
be implemented by means of a scheme of arrangement of AGA under
Part 26 of the Companies Act 2006 (the Scheme).
AGA is today distributing a circular to AGA Shareholders in
connection with the Transaction containing, amongst other things,
the full terms of, and conditions to, the Transaction, an
explanatory statement pursuant to section 897 of the Companies Act
2006, an expected timetable of principal events and details of the
actions to be taken by AGA Shareholders (the Scheme
Document), together with the Forms of Proxy for the Court
Meeting and the AGA General Meeting.
As described in the Scheme Document, to become effective the
Scheme will require, among other things, the approval of the Scheme
Shareholders at the Court Meeting and will require the passing of
the Special Resolution at the AGA General Meeting. Both the Court
Meeting and the AGA General Meeting will be held at the offices of
Allen & Overy LLP, One Bishops Square, London E1 6AD on 8
September 2015, with the Court Meeting to commence at 12.00
noon and the AGA General Meeting to commence at 12.15 p.m. (or, if later, as soon as the Court
Meeting has been concluded or adjourned). Notices of the Court
Meeting and the AGA General Meeting are set out in the Scheme
Document.
Timetable
The expected timetable of principal events for the
implementation of the Transaction is attached as an appendix to
this announcement. If any of the key dates set out in the timetable
change, AGA will give notice of this change by issuing an
announcement via a Regulatory Information Service.
Information for Shareholders
Details of the Meetings to be held and the action to be taken in
respect of the Scheme are set out in the section entitled "ACTION
TO BE TAKEN", starting on page 10 of the Scheme Document.
Shareholders will find accompanying the Scheme Document a BLUE Form
of Proxy for use at the Court Meeting and a WHITE Form of Proxy for
use at the AGA General Meeting.
Whether or not shareholders intend to be present at either
Meeting, they are urged to complete, sign and return both the BLUE
Form of Proxy for the Court Meeting and the WHITE Form of Proxy for
the AGA General Meeting in accordance with the instructions printed
on the respective forms.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of Scheme Shareholder opinion.
You are, therefore, strongly urged to complete, sign and return
your Forms of Proxy, or appoint a proxy electronically, as soon as
possible.
All references to time in this announcement are to London, UK time.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the Scheme Document.
Shareholder Helpline
A Shareholder Helpline is available for AGA Shareholders on 0871
384 2948 (from within the UK) or on +44 121 415 0832 (if calling
from outside the UK). Calls to the 0871 384 2948 number are charged
at 8 pence per minute (excluding VAT)
plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK
public holidays). Calls to the Shareholder Helpline from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes.
Please note that the Shareholder Helpline operators cannot
provide advice on the merits of the Scheme nor give financial, tax,
investment or legal advice.
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
Bidco and Middleby:
Timothy Fitzgerald
Tel: +1 847 429 7756
Darcy Bretz
Morgan Stanley:
(Financial Adviser to Bidco and
Middleby)
Colm Donlon
Tel: +44 (0) 20 7425 8000
Daniel Blank
Michael Bird
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.
Bidco and Middleby
Financial adviser
Morgan Stanley & Co.
International plc, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as financial adviser
to Bidco and Middleby and no-one else in connection with the
Transaction. In connection with such matters, Morgan Stanley, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Transaction, the contents of this announcement or
any other matter referred to herein.
AGA Financial
advisers
N M Rothschild & Sons Limited,
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United
Kingdom, is acting exclusively for AGA and for no one else
in connection with the Transaction and will not be responsible to
anyone other than AGA for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement or the Transaction.
Numis Securities Limited, which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting
exclusively for AGA and for no one else in connection with the
Transaction and will not be responsible to anyone other than AGA
for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this
announcement or the Transaction.
Forward Looking
Statements
This announcement contains certain
forward-looking statements with respect to the financial condition,
results of operations and business of AGA and certain plans and
objectives of Bidco with respect thereto. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts.
Forward-looking statements often use words such as ‘anticipate’,
‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’,
‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’,
‘would’, ‘could’ or other words of similar meaning. These
statements are based on assumptions and assessments made by AGA
and/or Bidco and/or Middleby (and/or their respective Affiliates)
in light of their experience and their perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. 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. The factors described in the context of such
forward-looking statements in this announcement could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. No
assurance can be given that such expectations will prove to have
been correct and persons reading this announcement are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this
announcement. None of AGA, Bidco or Middleby (nor any of
their respective Affiliates) assumes any obligation to update or
correct the information contained in this announcement (whether as
a result of new information, future events or otherwise), except as
required by applicable law.
There are several factors which could
cause actual results to differ materially from those expressed or
implied in forward-looking statements. Among such factors are
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or
disposals.
None of AGA, Bidco or Middleby (nor
any of their respective Affiliates, members, directors, officers,
employees, advisers or persons acting on their behalf) provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking statements in
this announcement will actually occur.
No profit
forecasts or estimates
No statement in this announcement is
intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per ordinary share for AGA for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
AGA.
Disclosure
requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1 per cent or more of any class of
relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange
offeror is first identified. An Opening Position Disclosure must
contain details of the person’s interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 pm
(London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm
(London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1 per cent or more of any
class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person’s
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the business day following the
date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Takeover Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if
you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure.
Publication on
Website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
www.agarangemaster.com/investor-relations (under the
“Market Announcements” section) and www.middleby.com
(under the “Investor Relations” section) by no later than 12
noon (London time) on 18 August 2015.
Neither the content of the websites
nor the content of any other website accessible from hyperlinks on
such websites is incorporated into, or forms part of, this
announcement.
Hard copies
You may request a hard copy of this
announcement (and any information incorporated into it by reference
to another source) by contacting the Company’s registrars Equiniti
Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by telephone to the
helpline on 0871 384 2948 (from within the UK) or on +44 121 415
0832 (if calling from outside the UK). Calls to the 0871 384 2948
number are charged at 8 pence per
minute (excluding VAT) plus network extras. Lines are open from
8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK
public holidays). Calls to the Shareholder Helpline from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. Please note that the Shareholder Helpline
operators cannot provide advice on the merits of the Scheme nor
give financial, tax, investment or legal advice.
Your attention is drawn to the fact
that a hard copy of this announcement will not be sent to you
unless so requested. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Transaction should be in hard copy form.
Appendix
EXPECTED TIMETABLE
OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Transaction
Event |
Expected time/date |
Latest time for lodging
Forms of Proxy for the: |
|
- Court Meeting (BLUE form)
|
12.00 p.m. on 4
September 2015 (1) |
- AGA General Meeting (WHITE form)
|
12.15 p.m. on 4
September 2015 (2) |
Voting Record Time for
the Court Meeting and AGA General Meeting |
6.00 p.m. on 4
September 2015(3) |
Court Meeting |
12.00 p.m. on 8
September 2015 |
AGA General
Meeting |
12.15 p.m. on 8
September 2015 (4) |
The following times
and dates are provided by way of indicative guidance only, are
subject to change and will depend, among other things, on the date
on which the Conditions are satisfied or, if capable of waiver,
waived and on the dates on which the Court sanctions the Scheme and
the Scheme Court Order is delivered to the Registrar of
Companies. AGA will give adequate notice of all of these
dates, when known, by issuing an announcement through a Regulatory
Information Service. Further updates or changes to other
times or dates indicated below shall, at AGA’s discretion, be
notified in the same way. |
Last day of dealings
in, and for registration of transfers of, and disablement in CREST
of, AGA Shares |
15 September 2015 |
Scheme Record Time |
6.00 p.m. on 15
September 2015 |
Suspension of listing
of, and dealings, settlements and transfers in, AGA Shares |
7.30 a.m. on 16
September 2015 |
Scheme Court Hearing to
sanction the Scheme |
16 September 2015 |
Expected Effective Date
of the Scheme |
23 September
2015 |
Cancellation of
listing, and admission to trading of, AGA Shares |
24 September 2015
(5) |
Despatch of cheques in
respect of Cash Consideration or CREST accounts credited in respect
of Cash Consideration |
Within 14 days of the
Effective Date |
Long Stop Date |
15 January 2016
(6) |
__________________________
Notes:
(1)
It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged by: (i) 12.00 p.m. on
4 September 2015; or (ii) if the
Court Meeting is adjourned, not later than 48 hours prior to the
time appointed for the Court Meeting, and, in each case, in
accordance with the instructions on the BLUE Form of Proxy
(provided that, in calculating such period, no account shall be
taken of any part of a day that is not a working day). BLUE
Forms of Proxy not so lodged may be handed to the Registrar (on
behalf of the chairman of the Court Meeting) before the start of
the Court Meeting and will still be valid.
(2)
WHITE Forms of Proxy for the AGA General Meeting must be lodged by:
(i) 12.15 p.m. on 4 September 2015; or (ii) if the AGA General
Meeting is adjourned, not later than 48 hours prior to the time
appointed for the AGA General Meeting (provided that, in
calculating such period, no account shall be taken of any part of a
day that is not a working day), and, in each case, in accordance
with the instructions on the WHITE Form of Proxy. If the
WHITE Form of Proxy is not so lodged, it will be invalid.
(3)
If either the Court Meeting or the AGA General Meeting is
adjourned, the voting record time for the relevant adjourned
meeting will be 6.00 p.m. on the day
falling two days before the date of the adjourned meeting (provided
that, in calculating such period, no account shall be taken of any
part of a day that is not a working day).
(4)
Or as soon thereafter as the Court Meeting shall have concluded or
been adjourned.
(5)
Or promptly following the Effective Date of the Scheme.
(6)
The latest date by which the Scheme must be implemented may be
extended by agreement between AGA and Bidco with the prior consent
of the Panel and (if required) the approval of the Court.