AGA RANGEMASTER GROUP PLC
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 6.00 p.m. on 4 September 2015(3)
and AGA General Meeting
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 15 September 2015
registration of transfers of, and
disablement in CREST of, AGA Shares
Scheme Record Time 6.00 p.m. on 15 September 2015
Suspension of listing of, and dealings, 7.30 a.m. on 16 September 2015
settlements and transfers in, AGA Shares
Scheme Court Hearing to sanction the 16 September 2015
Scheme
Expected Effective Date of the Scheme 23 September 2015
Cancellation of listing, and admission to 24 September 2015 (5)
trading of, AGA Shares
Despatch of cheques in respect of Cash Within 14 days of the Effective Date
Consideration or CREST accounts credited
in respect of Cash Consideration
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.
AGA RANGEMASTER : Posting of Scheme Document
August 17, 2015 at 07:01 am
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