AGA.L Regulatory News (AGA)

17 Nov 2006 16:19

Enodis PLC17 November 2006 17 November 2006 Enodis plc Statement re Approach The Board of Enodis plc ("Enodis") announces that it has today received afurther letter from Aga Foodservice Group plc ("Aga"). Aga's letter proposes a merger based on relative contributions followed by anunquantified share buy-back. The letter also proposes a cash and share offer asan alternative. The letter puts forward illustrative terms equivalent to 0.25 ofa new Aga share and 90 pence in cash for every Enodis share. Based on an Agashare price of 428 pence, as assumed in its letter, an offer on these termswould equate to 197 pence per Enodis share, a discount to last night's closingEnodis share price. The Board reiterates its rejection of Aga's merger proposals on the same basisas before, namely: - Enodis is a dedicated commercial food equipment company with a clear strategy, including a high focus on global chain accounts, which is delivering strong growth. - It believes that Aga's consumer appliances and retail outlets businesses (comprising approximately 57% of Aga by sales) are very different businesses to commercial food equipment. - The Board believes that the resulting diversification would lead to a significant dilution in strategic focus. Nothing in Aga's latest letter has altered the Board of Enodis' view of theproposal. Aga's merger proposal and illustrative acquisition terms significantlyundervalue Enodis and its prospects. Enodis will be announcing its preliminary results for the year ended 30September 2006 on Tuesday, 21 November 2006. Contacts: Dave McCulloch, CEO Enodis plc 020 7269 7291Richard Mountain Financial Dynamics 020 7269 7291 This announcement has been made without the consent of Aga. There is nocertainty that any offer will be made nor as to the terms on which any offerwould 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. This information is provided by RNS The company news service from the London Stock Exchange