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AGA Rangemaster is a leading international premium consumer brands group which manufactures and distributes some of the best known and loved kitchen appliances and interiors furnishings in the world.

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IMPORTANT NOTICE - DISCLAIMER

Important notice

Recommended cash offer (the Transaction) for AGA Rangemaster Group plc (AGA) by Middleby UK Residential Holding Ltd (Bidco) (a wholly-owned subsidiary of The Middleby Corporation (Middleby)), to be implemented by way of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the Scheme).

This section of the website ENTITLED "MARKET ANNOUNCEMENTS" (the Micro-site) contains announcements, documents and information relating to the Transaction (together, the Information) PUBLISHED BY BIDCO AND/OR AGA RELATING TO THE TRANSACTION IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE).

please refer to the section of the wesbite entitled "DOCUMENTS RE CASH OFFER" FOR FURTHER DOCUMENTS AND INFORMATION RELATING TO THE TRANSACTION.

The Information is being made available in good faith for information purposes only.  The availability of the Information is subject to the terms and conditions set out below.

ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS, IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT (OR OTHERWISE LOCATED) IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE MICRO-SITE, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEB PAGE.

The full terms and conditions of the Transaction will be set out in full in the formal Scheme Document.  In deciding whether or not to vote in favour of the Transaction, AGA Shareholders should rely only on the Information contained and procedures described in the formal Scheme Document.

Unless otherwise defined herein, terms defined in the announcement of the Transaction dated 15 July 2015 made in accordance with Rule 2.7 of the Code shall have the same meanings when used in this notice (the 2.7 Announcement).

Basis of access to the Micro-site

Please read this notice carefully before clicking "I agree" or "I disagree" below.

This notice applies to all persons who view the Micro-site and, depending upon who you are and where you live, it may affect your rights.  This notice may be amended or updated by AGA from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-site.  In addition, the content of the Micro-site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of AGA.

Any person seeking access to the Micro-site represents and warrants to AGA that they are doing so for information purposes only.  Making the Information available does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any AGA Shares or otherwise in any jurisdiction in which such offer or solicitation is unlawful.  Further, it does not constitute a recommendation by AGA or any other party to sell or buy securities in AGA.

The Transaction cannot be validly accepted by AGA Shareholders or any other persons through means of downloading any Information from this Micro-site.

AGA Shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Transaction.  Any shareholder action required in connection with the Transaction will be set out in the documents sent to or made available to AGA Shareholders and any decision made by such shareholders should be made solely and only on the basis of the information provided in those documents.

Overseas persons

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for AGA, Bidco or Middleby or would otherwise violate the law of that jurisdiction (a "Restricted Jurisdiction"), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

By clicking "I agree" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that AGA is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Micro-site and seek independent advice. AGA and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

Notice to US investors in AGA

The Transaction relates to the shares of an English public limited company and is being made by means of a scheme of arrangement under the Companies Act 2006 and conducted in accordance with Section 3(a)(10) of the US Securities Act. 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 US Securities Exchange Act of 1934. Accordingly, the Transaction is subject to the disclosure requirements of, and rules and practices applicable in, the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Transaction by way of the Takeover Offer and determines to extend the Takeover Offer into the United States, the Takeover Offer will be made in compliance with applicable United States laws and regulations. Financial information included in the Information and which may be included in the Scheme Document (or Takeover Offer Document, as the case may be) has been or will have been prepared in accordance with accounting standards applicable in territories outside the United States 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 the US federal laws, since AGA is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of 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.

Forward-looking statements

The Information, including information included or incorporated by reference in the Information, may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the Wider Bidco Group and the Wider AGA Group. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning.

By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date that they were made. Each of the Wider Bidco Group, the Wider AGA Group and each of their respective members, directors, officers or employees, advisers or any person acting on their behalf, expressly disclaims any intention or obligation to, revise or update these forward looking statements or other statements contained in the Information, whether as a result of new information, future events or otherwise except as required pursuant to applicable law.

Neither the Wider Bidco Group, the Wider AGA Group, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Information will actually occur.

No forward looking or other statements have been reviewed by the auditors of the Wider Bidco Group or the Wider AGA Group. All subsequent oral or written forward-looking statements attributable to the Wider Bidco Group or the Wider AGA Group, or any of their respective members, directors, officers, advisers or employees or any person acting on their behalf, are expressly qualified in their entirety by the cautionary statement above.

Nothing in the Micro-site is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per AGA Share for the current or future financial years will necessarily match or exceed the historical published earnings per AGA Share.

Responsibility

In relation to the Information, the only responsibility accepted by the directors of AGA (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, AGA or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this Micro-site by a third party.

The documents included in this Micro-site speak only at the specified date of the relevant document and neither AGA nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

Location of documents regarding the Transaction

please refer to the section of the wesbite entitled "DOCUMENTS RE CASH OFFER" FOR FURTHER DOCUMENTS AND INFORMATION RELATING TO THE TRANSACTION INCLUDING THE documents listed in paragraph 17 of the 2.7 announcement.

Other

If you are in any doubt about the contents of this Micro-site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance of this notice

By clicking on "I agree" below, you:

  • confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
  • warrant and represent that you are not a resident of, or otherwise located in, any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident or otherwise located in any such jurisdiction); and
  • agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach applicable law or regulation.

If you click "I disagree" below, we will be unable to provide you with access to the Information and you will be redirected to AGA's homepage.

I agree I disagree
Close

IMPORTANT NOTICE - DISCLAIMER

Important notice

Recommended cash offer (the Transaction) for AGA Rangemaster Group plc (AGA) by Middleby UK Residential Holding Ltd (Bidco) (a wholly-owned subsidiary of The Middleby Corporation (Middleby)), to be implemented by way of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the Scheme).

This section of the website ENTITLED "MARKET ANNOUNCEMENTS" (the Micro-site) contains announcements, documents and information relating to the Transaction (together, the Information) PUBLISHED BY BIDCO AND/OR AGA RELATING TO THE TRANSACTION IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE).

please refer to the section of the wesbite entitled "DOCUMENTS RE CASH OFFER" FOR FURTHER DOCUMENTS AND INFORMATION RELATING TO THE TRANSACTION.

The Information is being made available in good faith for information purposes only.  The availability of the Information is subject to the terms and conditions set out below.

ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS, IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT (OR OTHERWISE LOCATED) IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE MICRO-SITE, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEB PAGE.

The full terms and conditions of the Transaction will be set out in full in the formal Scheme Document.  In deciding whether or not to vote in favour of the Transaction, AGA Shareholders should rely only on the Information contained and procedures described in the formal Scheme Document.

Unless otherwise defined herein, terms defined in the announcement of the Transaction dated 15 July 2015 made in accordance with Rule 2.7 of the Code shall have the same meanings when used in this notice (the 2.7 Announcement).

Basis of access to the Micro-site

Please read this notice carefully before clicking "I agree" or "I disagree" below.

This notice applies to all persons who view the Micro-site and, depending upon who you are and where you live, it may affect your rights.  This notice may be amended or updated by AGA from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-site.  In addition, the content of the Micro-site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of AGA.

Any person seeking access to the Micro-site represents and warrants to AGA that they are doing so for information purposes only.  Making the Information available does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any AGA Shares or otherwise in any jurisdiction in which such offer or solicitation is unlawful.  Further, it does not constitute a recommendation by AGA or any other party to sell or buy securities in AGA.

The Transaction cannot be validly accepted by AGA Shareholders or any other persons through means of downloading any Information from this Micro-site.

AGA Shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Transaction.  Any shareholder action required in connection with the Transaction will be set out in the documents sent to or made available to AGA Shareholders and any decision made by such shareholders should be made solely and only on the basis of the information provided in those documents.

Overseas persons

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for AGA, Bidco or Middleby or would otherwise violate the law of that jurisdiction (a "Restricted Jurisdiction"), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

By clicking "I agree" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that AGA is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Micro-site and seek independent advice. AGA and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

Notice to US investors in AGA

The Transaction relates to the shares of an English public limited company and is being made by means of a scheme of arrangement under the Companies Act 2006 and conducted in accordance with Section 3(a)(10) of the US Securities Act. 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 US Securities Exchange Act of 1934. Accordingly, the Transaction is subject to the disclosure requirements of, and rules and practices applicable in, the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Transaction by way of the Takeover Offer and determines to extend the Takeover Offer into the United States, the Takeover Offer will be made in compliance with applicable United States laws and regulations. Financial information included in the Information and which may be included in the Scheme Document (or Takeover Offer Document, as the case may be) has been or will have been prepared in accordance with accounting standards applicable in territories outside the United States 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 the US federal laws, since AGA is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of 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.

Forward-looking statements

The Information, including information included or incorporated by reference in the Information, may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the Wider Bidco Group and the Wider AGA Group. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning.

By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date that they were made. Each of the Wider Bidco Group, the Wider AGA Group and each of their respective members, directors, officers or employees, advisers or any person acting on their behalf, expressly disclaims any intention or obligation to, revise or update these forward looking statements or other statements contained in the Information, whether as a result of new information, future events or otherwise except as required pursuant to applicable law.

Neither the Wider Bidco Group, the Wider AGA Group, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Information will actually occur.

No forward looking or other statements have been reviewed by the auditors of the Wider Bidco Group or the Wider AGA Group. All subsequent oral or written forward-looking statements attributable to the Wider Bidco Group or the Wider AGA Group, or any of their respective members, directors, officers, advisers or employees or any person acting on their behalf, are expressly qualified in their entirety by the cautionary statement above.

Nothing in the Micro-site is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per AGA Share for the current or future financial years will necessarily match or exceed the historical published earnings per AGA Share.

Responsibility

In relation to the Information, the only responsibility accepted by the directors of AGA (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, AGA or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this Micro-site by a third party.

The documents included in this Micro-site speak only at the specified date of the relevant document and neither AGA nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

Location of documents regarding the Transaction

please refer to the section of the wesbite entitled "DOCUMENTS RE CASH OFFER" FOR FURTHER DOCUMENTS AND INFORMATION RELATING TO THE TRANSACTION INCLUDING THE documents listed in paragraph 17 of the 2.7 announcement.

Other

If you are in any doubt about the contents of this Micro-site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance of this notice

By clicking on "I agree" below, you:

  • confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
  • warrant and represent that you are not a resident of, or otherwise located in, any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident or otherwise located in any such jurisdiction); and
  • agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach applicable law or regulation.

If you click "I disagree" below, we will be unable to provide you with access to the Information and you will be redirected to AGA's homepage.

I agree I disagree