AGA.L Regulatory News (AGA)

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).

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

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 subject matter of this announcement and 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 subject matter of this announcement and 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.

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) by no later than 12 noon (London time) on 17 September 2015.

Neither the content of the website nor the content of any other website accessible from hyperlinks on such website 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.