MTI Mtl Instruments

RNS Number:6640N
Cooper Controls (U.K.) Limited
08 February 2008


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

8 February 2008

FOR IMMEDIATE RELEASE

Recommended Cash Offer for The MTL Instruments Group plc by Cooper Controls
(U.K.) Limited, an indirect wholly-owned subsidiary of Cooper Industries, Ltd.

Offer unconditional in all respects

Introduction

On 19 December 2007, Cooper Controls (U.K.) Limited ("Cooper UK"), an indirect
wholly-owned subsidiary of Cooper Industries, Ltd. ("Cooper"), announced the
terms of a cash offer for the entire issued and to be issued share capital of
The MTL Instruments Group plc ("MTL"), which was recommended by the board of
MTL. The full terms and conditions of the Offer were set out in the Offer
Document dated 20 December 2007.

Cooper UK is pleased to announce that all the conditions to the Offer, as
indicated in paragraph 1 of Section A of Appendix I of the Offer Document, have
now been satisfied or waived and accordingly the Offer is today declared
unconditional in all respects.  The Offer will remain open for acceptance until
further notice.

Level of acceptances

Cooper UK announced on 11 January 2008 that the Offer had become unconditional
as to acceptances and that Cooper UK had received acceptances from MTL
Shareholders in respect of 18,030,309 MTL Shares, representing approximately
91.91 per cent. of MTL's existing issued share capital. These acceptances
included 5,459,072 MTL Shares, representing approximately 27.83 per cent. of the
existing issued share capital of MTL, which were the subject of irrevocable
undertakings to accept the Offer, and 1,647,733 MTL Shares, representing
approximately 8.40 per cent. of the existing issued share capital of MTL, which
were the subject of a letter of intent to accept the Offer.

Cooper UK announced on 24 January 2008 that total valid acceptances had been
received for 19,272,926 MTL Shares, representing approximately 98.24 per cent.
of MTL's existing issued share capital.

Cooper UK announced on 31 January 2008 that total valid acceptances had been
received for 19,296,333 MTL Shares, representing approximately 98.36 per cent.
of MTL's existing issued share capital.

Cooper UK further announces that, as at 3.00pm (London time) on 8 February 2008,
Cooper UK has not received any further valid acceptances from MTL Shareholders.

Accordingly, as at 3.00pm (London time) on 8 February 2008, Cooper UK had
received valid acceptances of the Offer from MTL Shareholders, in respect of
19,296,333 MTL Shares, representing approximately 98.36 per cent. of MTL's
existing issued share capital.

Cooper UK has not yet received valid acceptances in respect of 321,340 MTL
Shares representing approximately 1.64 per cent. of the existing issued share
capital of MTL.

Further acceptances

MTL Shareholders who have not yet tendered valid acceptances in respect of the
Offer and wish to do so are urged to do so as soon as possible.  The Offer will
remain open for acceptance until further notice.

For MTL Shares in certificated form, Forms of Acceptance should be completed,
signed and returned in accordance with the instructions set out in the Offer
Document and in the Form of Acceptance. For MTL Shares held in uncertificated
form, an Electronic Acceptance should be made in accordance with the
instructions set out in the Offer Document.

Settlement of consideration

Settlement of the consideration to accepting MTL Shareholders or their
designated agents will be effected as set out below:

(a) in the case of acceptances received complete in all respects by today,
within 14 days; or

(b) in the case of acceptances received complete in all respects after today,
within 14 days of such receipt.

Compulsory acquisition, de-listing and re-registration of MTL

As Cooper UK has received acceptances under the Offer in excess of 90 per cent.
of the MTL Shares to which the Offer relates and in excess of 90 per cent. of
the voting rights carried by those shares, Cooper UK intends as soon as
reasonably practicable to exercise its rights pursuant to the provisions of
sections 974 to 991 (inclusive) of the 2006 Act to acquire compulsorily all
remaining MTL Shares not acquired or agreed to be acquired pursuant to the
Offer.  Such MTL Shares will be acquired on the same terms as under the Offer.

Cooper UK is taking steps to procure that MTL applies to the UKLA for
cancellation of the listing of MTL Shares on the Official List and for the
cancellation of the admission to trading of MTL Shares on the London Stock
Exchange's market for listed securities.

The notice period of not less than 20 business days prior to the cancellation of
listing and trading set out in the Offer Document commences today and it
therefore anticipated that the cancellation of listing and trading will take
effect at 7 a.m. on 10 March 2008. Such cancellation would significantly reduce
the liquidity and marketability of MTL Shares in respect of which acceptances of
the Offer are not submitted.

It is Cooper UK's intention that, after such cancellation, MTL will be
re-registered as soon as reasonably practicable as a private company under the
relevant provisions of the 1985 Act.

Responsibility

The directors of Cooper UK accept responsibility for all the information
contained in this announcement. To the best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely to affect the
import of such information.

Words and expressions defined in the Offer Document dated 20 December 2007
shall, unless the context otherwise requires, have the same meaning when used in
this announcement.


Enquiries:
Cooper UK                                        Tel:      +1 713 209 8610
Jon Safran

Director, Investor Relations and Corporate
Development
Jon.Safran@Cooperindustries.com

Lehman Brothers (financial adviser and corporate Tel:      +44 (0) 20 7102 1000
broker to Cooper and Cooper UK)
Mark Hudson
Samuel Bertrand
Stephen Pull (Corporate Broking)

MTL                                              Tel:      +44 (0)1582 407534
Graeme Philp
William Greenhalgh

Arden Partners (financial adviser to MTL)        Tel:      +44 (0) 20 7398 1600
Richard Day
Adrian Trimmings

Lehman Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Cooper and Cooper UK and
no one else in connection with the Offer and will not be responsible to anyone
other than Cooper and Cooper UK for providing the protections afforded to
clients of Lehman Brothers or for providing advice in relation to the Offer or
to the matters referred to herein.

Arden Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for MTL and no-one else in
connection with the Offer and will not be responsible to anyone other than MTL
for providing the protections afforded to clients of Arden Partners or for
providing advice in relation to the Offer or to the matters referred to herein.

This announcement does not constitute, or form part of, an offer to sell or an
invitation to purchase or subscribe for any securities or the solicitation of an
offer to buy or subscribe for any securities or of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise.  The Offer is being made solely
through the Offer Document, a notice published in the London Gazette, and the
Form of Acceptance. The Offer Document and the Form of Acceptance together
contain the full terms and conditions of the Offer, including details of how to
accept the Offer. Any acceptance or other response to the Offer should be made
only on the basis of the information contained within the Offer Document and the
Form of Acceptance.

The Offer is not being made, directly or indirectly, in, into or from the United
States or any jurisdiction where to do so would violate the laws in that
jurisdiction and will not be capable of acceptance within any such jurisdiction.
Accordingly, copies of this announcement and formal documentation relating to
the Offer will not be and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any jurisdiction where
to do so would violate the laws of that jurisdiction.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of MTL, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which any offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of MTL, they will be deemed to be a single person for the purpose of
Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of MTL by Cooper UK, or by any of their respective "associates",
must be disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk/new/.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced 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 to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.



                      This information is provided by RNS
            The company news service from the London Stock Exchange
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