TIDMLCT

RNS Number : 0956H

Lincat Group PLC

23 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

23 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

Scheme of Arrangement sanctioned by Court

Lincat announces that at a hearing held earlier today the Court sanctioned the Scheme to effect the recommended acquisition of Lincat by Bidco.

The Scheme remains subject to the confirmation by the Court of the Capital Reduction at the Second Court Hearing, which is expected to take place on 26 May 2011.

Dealings in Lincat Shares will be suspended with effect from 5.00 p.m. on 25 May 2011. It is expected that the Scheme will become Effective on 27 May 2011 and 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.

Upon completion of the Acquisition, holders of Scheme Shares will be entitled to receive 1,050 pence in cash for each Scheme Share held by them at the Scheme Record Time (6.00 p.m. on 25 May 2011). Subject to the Scheme becoming Effective on 27 May 2011, settlement consideration will be despatched to Scheme Shareholders by no later than 10 June 2011.

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

Capitalised terms used but not defined in this announcement have the same meanings as given to them in the circular containing the Scheme that was sent to Lincat Shareholders on 11 April 2011.

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. Any response in relation to the Acquisition should be made solely on the basis of the information contained in the Scheme Document, which contains the full terms and conditions of the Acquisition. 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. on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 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 12.00 noon on 24 May 2011.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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