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.
19 June 2015
12 June 2015
28 May 2015
Possible offer for AGA Rangemaster Group plc (AGA) by The Middleby Corporation (Middleby) (the Possible Offer).
THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE POSSIBLE OFFER (TOGETHER, THE INFORMATION) PUBLISHED BY AGA RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE). 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.
MIDDLEBY HAS NOT ANNOUNCED A FIRM INTENTION TO MAKE AN OFFER FOR AGA AND THERE CAN BE NO CERTAINTY THAT MIDDLEBY WILL PROCEED TO MAKE AN OFFER FOR AGA. A FURTHER ANNOUNCEMENT WILL BE MADE IN DUE COURSE.
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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 persons seeking access to the Micro-site individually represent and warrant 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 securities 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 Information is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of AGA in the United States. The securities to which the Information relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law.
No shareholder action is required in connection with the Possible Offer. Any shareholder action required following an announcement of a firm offer (if any) will be set out in the documents sent to or made available at that time and any decision made by such shareholders should be made exclusively on the basis of the information provided in those documents. Middleby has not announced a firm intention to make an offer for AGA and there can be no certainty that Middleby will proceed to make an offer for AGA.
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by the laws of the relevant jurisdictions. In some jurisdictions, only certain categories of person are allowed to view the Information. Any persons resident outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Copies of any documents relating to the Possible Offer are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed, sent or accessed, in whole or in part, in, into or from any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for AGA (a Restricted Jurisdiction) or any jurisdiction where to do so would violate the law of that jurisdiction. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the law of that jurisdiction. Accordingly, viewing the Micro-site is not permitted if you are resident in a Restricted Jurisdiction.
The Information contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", “pro forma”, "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Among other things the Information may contain forward-looking statements regarding the Possible Offer. Such Information may include statements about the financial position, business strategy or plans for future operations of the wider Middleby group or wider AGA group, or expected future earnings, revenues and cost savings and other such items, based on our plans, estimates and projections. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors include, but are not limited to, the possibility that the Possible Offer will not be pursued, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations, interest rate and currency fluctuations and the failure to satisfy the conditions of the Possible Offer if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all.
All forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date that they were made. The AGA group and its members, directors, officers, employees, advisers, agents and representatives, expressly disclaim any intention or obligation to update or revise any forward-looking or other statements contained in the Information, whether as a result of new information, future events or otherwise, except as required by applicable law.
Neither the AGA group nor any of its members, directors, officers, employees, advisers, agents or representatives, 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 AGA group, unless a statement is made to the contrary in respect of the relevant forward-looking or other statement in the Information. All subsequent oral or written forward-looking statements attributable to the AGA group, or any of its members, directors, officers, employees, advisers, agents or representatives are expressly qualified in their entirety by the cautionary statement above.
Unless expressly stated otherwise, no statement contained or referred to in the Micro-site is intended to be a profit forecast.
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).
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 shall be governed by and construed in accordance with English law.
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