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For immediate release15 July 2015


Recommended Cash AcquisitionforAGA Rangemaster Group plc ("AGA") by Middleby UK Residential Holding Ltd ("Bidco")(a wholly-owned subsidiary of The Middleby Corporation ("Middleby"))


Summary:

• The Boards of Middleby and AGA are pleased to announce the terms of a recommended cash acquisition by Bidco (a wholly-owned subsidiary of Middleby) for the entire issued and to be issued ordinary share capital of AGA to be implemented by means of the Scheme or, if Bidco so elects and the Takeover Panel consents, a Takeover Offer (the "Acquisition").

• Under the terms of the Acquisition, AGA Shareholders will receive: 185 pence in cash for each AGA Share

• The Acquisition values the entire issued and to be issued share capital of AGA at approximately £129 million and represents a premium of approximately:- 77 per cent over the Closing Price of 104 pence per AGA Share on 16 June 2015, being the last Business Day prior to commencement of the Offer Period; - 22 per cent over the Closing Price of 152 pence per AGA Share on 14 July 2015, being the last practicable date before the date of this Announcement; and- 87 per cent over the average Closing Price per AGA Share over the three months immediately preceding 16 June 2015, being the last Business Day prior to commencement of the Offer Period.

• Middleby and AGA believe that the Acquisition recognises the quality of AGA's businesses and its prospects and provides a compelling opportunity for AGA Shareholders to realise value from their current holdings in cash.

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