AGA.L Regulatory News (AGA)

2 Nov 2006 17:37

Enodis PLC02 November 2006 2 November 2006 Enodis plc Statement re Approach The Board of Enodis plc ("Enodis") notes today's share price movement and AgaFoodservice Group plc's ("Aga") announcement. Enodis confirms that it receivedan approach from Aga on 12 October 2006 in relation to either a nil premium allshare merger or an acquisition by Aga of Enodis for no premium, theconsideration being 50% in shares and 50% in cash. The Board considered these proposals on 17 October 2006 and unanimously rejectedthem. The Board rejected the merger proposal for the following reasons: - 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. The Board rejected the nil premium takeover on the basis that it significantlyundervalued Enodis and its prospects. Dave McCulloch, Chief Executive Officer, commented: "Enodis and Aga are very different businesses. Through its focused strategy oncommercial food equipment, Enodis has created substantial value for itsshareholders over the last three years and has achieved significant organicgrowth momentum. As part of this focus, Enodis exited the consumer segment sometime ago through the sale of Magnet and the cessation of Garland's high-endresidential business. We therefore see no long term benefit for ourshareholders in a merger with Aga." Contacts: Dave McCulloch, CEO Enodis plc 020 7269 7291Andrew Lorenz/Richard 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