2nd Nov 2006 16:36
AGA Foodservice Group PLC02 November 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN FOR IMMEDIATE RELEASE 2 November 2006 AGA FOODSERVICE GROUP PLC MAKES MERGER APPROACH TO ENODIS PLC Aga Foodservice Group plc ("Aga") announces that it has made approaches toEnodis plc ("Enodis") advocating a combination of the two businesses on a mergerbasis. Whilst Enodis rejected these approaches, the Board of Aga considers thata combination would have substantial commercial and financial merit forshareholders in both companies. The combined group would be a leader in cookingand refrigeration products with strong B2B and B2C arms selling to bothcommercial customers and consumers. The combination is attractive ongeographical, product, sales and procurement grounds. There is a strongfinancial rationale and scope to have leverage in the balance sheet of thecombined group by a return of capital to shareholders. Aga is continuing to seek further discussions with Enodis concerning the basisfor an agreed transaction. A further announcement will be made as appropriate. "Aga and Enodis are natural merger partners. Aga believes that the combinationof the two companies would allow the shareholders of both to benefit from thefuture growth of an enlarged business which would be ideally placed to benefitfrom evolving market and sector trends." William McGrath, Chief Executive, AgaFoodservice Group plc. In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Agaconfirms that it has 129,038,193 ordinary shares of 25 pence each in issue. 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 tomake an offer under Rule 2.5 of the City Code on Takeovers and Mergers (the"Code") and, accordingly, there can be no certainty that any offer will be made. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Aga or of Enodis, all "dealings" in any "relevant securities" ofthat company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30pm (London time) on the London business day following the date ofthe relevant transaction. This requirement will continue until the date on whichthe "offer period" ends. If two or more persons act together pursuant to anagreement 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 singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" 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 theLondon business day following the date of the relevant transaction. A disclosuretable giving details of the companies in whose "relevant securities" "dealings"should be disclosed, and the number of such securities in issue, can be found onthe Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests insecurities" arise, in summary, when a person has long economic exposure, whetherabsolute or conditional, to changes in the price of securities. In particular, aperson will be treated as having an "interest" by virtue of the ownership orcontrol of securities, or by virtue of any option in respect of, or derivativereferenced 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 towhether or not you are required to disclose a "dealing" under Rule 8, you shouldconsult the Panel. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe, suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. This announcementdoes not constitute an offer or an invitation to purchase or subscribe for anysecurities or a solicitation of an offer to buy any securities pursuant to thisannouncement or otherwise in any jurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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