TIDMLCT

RNS Number : 0216G

Lincat Group PLC

05 May 2011

Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

For immediate release

5 May 2011

Recommended cash acquisition by Middleby Holding UK Ltd ("Bidco")(a wholly-owned subsidiary of The Middleby Corporation) of Lincat Group plc ("Lincat") to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

Lincat is pleased to announce that, at the Court Meeting held earlier today, the Scheme was approved by the requisite majority. Subsequently, at the General Meeting, the special resolution to provide for the implementation of the Scheme was passed by the requisite majority on a poll.

The number of Lincat Shares and Scheme Shares in issue at the Voting Record Time of 6.00p.m on 3 May 2011 was 5,491,989 and 5,491,989 respectively.

Terms defined in the Scheme Document dated 11 April 2011 have the same meaning in this announcement, save where the context otherwise requires.

Court Meeting

A majority in number representing 75 per cent. or more in value of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

 
                                                                    Number of 
                                                                    Scheme 
                                                                    Shares 
                                                                    voted as a 
                                                                    percentage 
                                                                    of the 
                                                     Percentage     total 
            Number of    Percentage   Number of      of voting      number of 
            Scheme       of Scheme    Scheme         Scheme         Scheme 
            Shares       Shares       Shareholders   Shareholders   Shares 
            voted        voted (%)    who voted      (%)            (%) 
 FOR        4,104,484      99.81          110           97.35         74.74 
 
 AGAINST      7,692         0.19           3             2.65          0.14 
 

Accordingly, the resolution was duly passed on a poll vote.

General Meeting

At the General Meeting, the Special Resolution was passed by the requisite majority on a poll. The full text of the Special Resolution is contained in the Notice of General Meeting set out in the Scheme Document, which is available on Lincat's website (www.lincatgroup.co.uk).

The proxy voting results for the Special Resolution were as follows:

 
                               Number of Lincat Shares   Percentage of Lincat 
                                voted                     Shares voted (%) 
 FOR (including 
  at Chairman's Discretion)           4,106,018                 99.81 
 
 AGAINST                                7,692                    0.19 
 
 WITHHELD                                Nil                     N/A 
 

A vote "withheld" is not a vote in law and accordingly is not counted in the calculation of the proportion of the votes for and against the Special Resolution. Votes were tendered in respect of 4,113,710 Lincat Shares, being 74.90% of the issued share capital.

Next Steps

Completion of the Acquisition remains subject to the satisfaction or, if permitted, waiver of the remaining conditions to which the Scheme is subject set out in Part III of the Scheme Document including, inter alia, the sanction of the Scheme by the Court and confirmation of the Capital Reduction. The Court Hearings to sanction the Scheme and confirm the Capital Reduction are expected to take place on 23 May 2011 and 26 May 2011 respectively. It is expected that the last day for dealings in Lincat Shares will be 25 May 2011 and the Scheme will become effective on 27 May 2011. If the Scheme becomes effective on 27 May 2011, it is expected that the admission to trading of the Lincat Shares on AIM will be cancelled by no later than 8.00 a.m. on 31 May 2011.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the Capital Reduction and the date on which the conditions to which the Scheme is subject set out in Part III of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Lincat will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.

All references to time in this announcement are to London time.

The Scheme Document is available for inspection at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS and at the registered office of Lincat, Whisby Road, Lincoln, LN6 3QZ and is also available to view and download on the Lincat website (www.lincatgroup.co.uk).

Enquiries

 
 Middleby                                        Tel: +1 847 429 
  Timothy FitzGerald (Chief Financial Officer)    7744 
  KPMG Corporate Finance (Financial Adviser       Tel: 0161 246 4548 
  to Middleby and Bidco) 
  Chris Belsham 
 Lincat Group Plc                                Tel: 01522 875555 
  Paul Bouscarle (Chief Executive) 
  Terry Storey (Finance Director) 
 Livingstone Partners (financial adviser to      Tel: 0207 484 4700 
  Lincat) 
  Phillip McCreanor 
 

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted and, if they voted, whether they voted for or against the Scheme at the Court Meeting or the Special Resolution at the General Meeting.

KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the FSA for investment business activities, is acting for Middleby and Bidco as financial adviser in relation to the Acquisition and is not acting for any other person in relation to the Acquisition. KPMG Corporate Finance will not be responsible to anyone other than Middleby and Bidco for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein.

Livingstone Partners LLP, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively as financial adviser to Lincat in connection with the Acquisition and for no one else in connection with the Acquisition and will not be responsible to anyone other than Lincat for providing the protections afforded to clients of Livingstone Partners LLP nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively as corporate broker to Lincat and for no one else in connection with the Acquisition and will not be responsible to anyone other than Lincat for providing the protections afforded to clients of Cenkos Securities plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

This announcement does not constitute an invitation or offer to sell, purchase or subscribe for any securities or the solicitation of any vote for approval of the Acquisition in any jurisdiction. No person should construe the contents of this announcement as legal, financial or tax advice and any interested person should consult their own advisers in connection with the matters contained herein.

The availability of the Acquisition or the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not so resident should inform themselves of, and observe, any applicable requirements in those jurisdictions. This announcement has been prepared for the purposes of complying with English law, the Code and the AIM Rules. As a result, information disclosed herein may not be the same as that which would have been disclosed in accordance with the laws and regulations of jurisdictions outside of England.

Bidco reserves the right to elect (with the consent of the Panel) to implement the Acquisition by means of an Offer. In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme. If the Acquisition is implemented by means of an Offer, it will be made in accordance with the requirements of applicable laws, including US securities laws, to the extent applicable.

Forward-looking Statements

This announcement, oral statements made regarding the Acquisition and other information published by Middleby, Bidco or Lincat may contain certain statements that are or may be forward-looking. These statements are based on the current expectations of the management of Middleby, Bidco and/or Lincat (as applicable) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects of the Acquisition, the expected timing and scope of the Acquisition, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential disposals and other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements that typically contain words such as: "will", "may", "should", "could", "continue", "believes", "expects", "intends", "estimates", "anticipates", "aims", "targets", "plans" and "forecasts" or words of similar import. The forward-looking statements involve

risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the ability of the person making the statement to control or estimate precisely, such as future market conditions and the behaviour of other market participants. Other unknown or unpredictable factors could also cause actual results to differ materially from those in the forward looking statements. Therefore undue reliance should not be placed on such statements as a prediction of actual results. None of Middleby, Bidco or Lincat undertakes any obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.

Dealing Disclosure Requirements

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 paper 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 paper 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 paper 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 p.m. (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10(th) business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 20 7638 0129.

Publication on website

In accordance with Rule 19.11 of the Code, a copy of this announcement will be available free of charge on Lincat's website at www.lincatgroup.co.uk by no later than 5.00 p.m. on 5 May 2011.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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