TIDMAGA TIDMTTM
RNS Number : 4655Y
Aga Rangemaster Group PLC
08 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
8 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
Results of the Court Meeting and the AGA General Meeting held on
8 September 2015
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 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 announces that, earlier today, the Scheme was approved by
the Scheme Shareholders at the Court Meeting and the special
resolution to authorise the directors of the Company to take all
such action as they may consider necessary or appropriate for
carrying the Scheme into full effect, and to amend the articles of
association, was passed at the AGA General Meeting.
The results of the Court Meeting and the AGA General Meeting are
summarised below.
Court Meeting
At the Court Meeting, the Scheme was approved by the requisite
majority on a poll vote. A majority in number of the Scheme
Shareholders who voted (either in person or by proxy), representing
over 75 per cent. in value of the Scheme Shares held by those
Scheme Shareholders who voted (either in person or by proxy), voted
to approve the Scheme. Details of the votes cast were as
follows:
FOR AGAINST
----------------------------------------------------------- ---------------------------- ---------------------------
Number Percentage (%) Number Percentage (%)
----------------------------------------------------------- ----------- --------------- ---------- ---------------
Scheme Shares Voted 24,541,387 87.50 3,507,055 12.50
----------------------------------------------------------- ----------- --------------- ---------- ---------------
Scheme Shareholders who voted 988 96.02 41 3.98
----------------------------------------------------------- ----------- --------------- ---------- ---------------
Scheme Shares voted as a percentage of the total number of
Scheme Shares N/A 35.43 N/A 5.06
----------------------------------------------------------- ----------- --------------- ---------- ---------------
AGA General Meeting
At the AGA General Meeting, the Special Resolution was passed by
the requisite majority on a poll vote. The full text of the Special
Resolution is contained in the Notice of AGA General Meeting set
out in Part Ten of the scheme document, which was posted to AGA
Shareholders on 17 August 2015 (the Scheme Document), and which is
available on AGA's website at
www.agarangemaster.com/investor-relations (under the "Market
Announcements" section). The voting results for the Special
Resolution were as follows:
FOR AGAINST WITHHELD*
------------ ---------------------------- --------------------------- ----------
Number Percentage (%) Number Percentage (%) Number
------------ ----------- --------------- ---------- --------------- ----------
AGA Shares 24,551,707 86.40 3,865,219 13.60 3,127
------------ ----------- --------------- ---------- --------------- ----------
* Votes withheld do not count towards the total number of votes
cast.
Next steps and timetable
The Scheme remains subject to the satisfaction or, if capable of
waiver, waiver of the Conditions and to the certain further terms
of the Scheme and the Transaction set out in Part Three of the
Scheme Document including the sanction of the Scheme by the Court
and a copy of the Scheme Court Order being delivered to Companies
House.
The expected timetable of principal events for the
implementation of the Transaction is set out on page 9 of the
Scheme Document. These dates are indicative only and will depend
on, among other things, the date on which the Court sanctions the
Scheme and the Scheme Court Order is delivered to the Registrar of
Companies. 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.
Other
All percentages have been rounded to two decimal places.
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.
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
(MORE TO FOLLOW) Dow Jones Newswires
September 08, 2015 13:31 ET (17:31 GMT)
AGA Rangemaster (LSE:AGA)
Historical Stock Chart
From Jun 2024 to Jul 2024
AGA Rangemaster (LSE:AGA)
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From Jul 2023 to Jul 2024
