IMPLEMENTATION AGREEMENT

Agreement and Plan of Merger

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This Agreement and Plan of Merger involves

ILLINOIS TOOL WORKS INC | ENODIS PLC | ITW, Inc

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Title: IMPLEMENTATION AGREEMENT
Date: 5/12/2008
Industry: Misc. Capital Goods Sector: Capital Goods

IMPLEMENTATION AGREEMENT, Parties: illinois tool works inc , enodis plc , itw inc

Exhibit 2.1

DATED 8 May 2008


ENODIS PLC	(1	)

and

ILLINOIS TOOL WORKS INC.	(2	)

IMPLEMENTATION AGREEMENT

CONTENTS


1 DEFINITIONS			1

2 INTERPRETATION			5

3 PRESS ANNOUNCEMENT			6

4 IMPLEMENTATION AND DOCUMENTATION			6

5 ANTITRUST CLEARANCES AND TERMINATION FEE			12

6 CONDUCT OF BUSINESS			15

7 REPRESENTATIONS, WARRANTIES AND COVENANTS			17

8 NON-SOLICITATION			18

9 INDUCEMENT FEE			19

10 TERMINATION			21

11 NOTICES			21

12 REMEDIES AND WAIVERS			22

13 INVALIDITY			22

14 FIDUCIARY DUTIES			23

15 WITHHOLDING, NO SET-OFF			23

16 NO PARTNERSHIP			23

17 TIME OF ESSENCE			23

18 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999			23

19 ENTIRE AGREEMENT			24

20 ASSIGNMENT			24

21 ANNOUNCEMENTS			24

22 COSTS AND EXPENSES			25

23 COUNTERPARTS			25

24 GOVERNING LAW AND SUBMISSION TO JURISDICTION			25

SCHEDULE 1 AGREED FORM PRESS ANNOUNCEMENT			26

SCHEDULE 2 COURT TIMETABLE (ALL CALENDAR DAYS)			27


SCHEDULE 3 SHARE SCHEMES			29

1 INTRODUCTION			29

2 APPROPRIATE PROPOSALS			29

3 DOCUMENTATION AND COMMUNICATIONS			29

4 PROPOSALS TO OPTION HOLDERS			29

5 PERFORMANCE SHARE PLAN (“PSP”)			30

6 PERFORMANCE CONDITIONS			31

7 LAPSE OF OPTIONS			31

8 ARTICLES OF ASSOCIATION OF FIRE & ICE			31

9 EMPLOYEE BENEFIT TRUST			31

10 RETENTION FOR NON-DIRECTORS			31


DATE OF AGREEMENT		8 May 2008

PARTIES

(1)		ENODIS PLC whose registered office is at The Place, 175 High Holborn, London WC1V 7AA (the “Company”); and

(2)		ILLINOIS TOOL WORKS INC. a company incorporated and organised under the laws of Delaware whose principal office is at 3600 W Lake Avenue Glenview, Illinois 60026-1215, United States of America (“ ITW ”).

INTRODUCTION

A		ITW intends to announce a takeover offer for the Company to be implemented by way of, and the Company has agreed to implement, a Scheme on the terms and subject to the conditions set out in the Press Announcement.

B		The parties are entering into this agreement to set out certain mutual commitments to implement the Scheme and certain matters relating to the conduct of the business of the Company and its Group.

IT IS AGREED THAT:

1		DEFINITIONS

		In this agreement (but not in Schedule 1), unless the context otherwise requires:

		“1985 Act” means the UK Companies Act 1985 (as amended);

		“2006 Act” means the UK Companies Act 2006;

		“Acquisition” means the proposed recommended acquisition by Bidco of the entire issued and to be issued ordinary share capital of the Company which is to be effected by means of a scheme of arrangement under Part 26 of the 2006 Act (involving the Reduction) or, if ITW so elects in accordance with clause 4.9 and the Panel consents, by means of an Offer, as described in the Press Announcement;

		“Acts” means together the 1985 Act and the 2006 Act;

		“Antitrust Laws” means any applicable antitrust, competition, pre-merger notification or trade regulation law, regulation or order;

		“Bidco” means FNI Limited, an indirectly wholly owned subsidiary of ITW;

		“Business Day” means a day on which banks generally are open for the transaction of normal banking business in the City of London and New York (other than Saturdays and Sundays);

		“Clearance Date” means 4 November 2008;

		“Code” means the City Code on Takeovers and Mergers;

		“Company Representative Member” means the representative member of any group for VAT purposes of which the Company is a member;

		“Conditions” means the conditions set out in Appendix 1 to the Press Announcement;

		“Consolidated Litigation” means the litigation currently pending before the United States Court of Appeals for the Seventh Circuit styled In re: Consolidated Industries and Welbilt Holding Company et al ., Case Nos. 06-4178, 06-4179, 06-4180 and 06-4181;

		“Court” means the High Court of Justice in England and Wales;

		“Court Hearing(s)” means the hearing(s) by the Court to sanction the Scheme under Section 899 of the 2006 Act and confirm the associated Reduction;

		“Court Hearing Date” means the date upon which the Court Hearing is held or upon which the first Court hearing is held if there is more than one;

		“Court Meeting” means the meeting or meetings (including any adjournment thereof) of the Company’s shareholders (or the relevant class or classes thereof) convened pursuant to an order of the Court under Section 896 of the 2006 Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment);

		“Court Order(s)” means the order(s) of the Court sanctioning the Scheme under Section 899 of the 2006 Act and confirming the associated Reduction;

		“ITW Representative Member” means the representative member of any group for VAT purposes of which ITW is a member;

		“Directors” means the board of directors of the Company from time to time;

		“EC Merger Regulation” means Council Regulation (EC) 139/2004 (as amended);

		“Effective Date” means the date upon which:

	(i)		the Scheme becomes effective in accordance with its terms; or

	(ii)		if ITW elects to implement the Acquisition by way of the Offer in accordance with clause 4.9, the Offer becomes or is declared unconditional in all respects;

		“shares” when used in relation to the Company, means the ordinary shares of 10p each in the capital of the Company;

		“European Merger Clearance” means (i) the European Commission taking a decision (or being deemed to have taken a decision) that it will not initiate proceedings under Article 6(1)(c) of the EC Merger Regulation in relation to the Acquisition; or (ii) the European Commission taking a decision (or being deemed to have taken a decision) to refer the whole or part of the Acquisition to the competent authorities of one or more EU member states under Article 9(3) of the EC Merger Regulation; and (a) each such authority taking a decision with equivalent effect to Art 6(1)(c) of the EC Merger Regulation with respect to those parts of the Acquisition referred to it; and (b) the European Commission taking a decision that it will not initiate proceedings under Article 6(1)(c) of the EC Merger Regulation with respect to any part of the Acquisition retained by it;

		“Exchange Act” means the Securities Exchange Act of 1934, as amended;

		“Final Implementation Date” means the last date on which the Scheme is required, in accordance with the terms of this agreement, to become effective being on or before 10 December 2008 or if ITW so elects (and the Panel has consented to the extension of the timetable under the Acquisition) 28 February 2009 or such later date (if any) as ITW and the Company may, with the consent of the Panel, agree ( and if required) the Court may allow;

		“General Meeting” means the general meeting of the Company’s shareholders to be convened in connection with the Scheme;

		“General Meeting Resolutions” means the resolution(s) to be proposed at the General Meeting for the purposes of approving the Reduction and certain amendments to the Articles of Association of the Company and such other matters as may be agreed between the Company and ITW as necessary or desirable for the purposes of implementing the Scheme;

		“Governmental Antitrust Authority” means any governmental authority with regulatory jurisdiction over enforcement of Antitrust Laws;

		“Governmental Antitrust Authority Merger Clearances” means all consents, approvals, clearances, permissions and waivers as may be necessary under the Antitrust Laws in connection with the implementation of the Acquisition (whether by Scheme or Offer) or the expiration of all waiting periods as may be required under the Antitrust Laws;

		“Group” means, in relation to any person, its subsidiaries, subsidiary undertakings and holding companies and the subsidiaries and subsidiary undertakings of any such holding company;

		“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the regulations made thereunder;

		“Inducement Fee” means an amount equal to one per cent, of the proposed fully diluted value of the Company by reference to the Acquisition, potentially payable under clause 9 of this agreement being a maximum sum of £10.79 million, subject to the limitations in clause 9;

		“Interim Dividend” has the meaning given to it in the Press Announcement;

		“Listing Rules” means the Listing Rules made by the Financial Services Authority under Part VI of the Financial Services and Markets Act 2000;

		“Manitowoc” means The Manitowoc Company, Inc;

		“Manitowoc Offer” means the offer by Manitowoc, which was announced by Manitowoc and the Company under Rule 2.5 of the City Code on 14 April 2008 and any revision, variation or increase of such offer;

		“Meetings” means the Court Meeting(s) and General Meeting;

		“Non-Antitrust Clearances” means all consents, clearances, permissions and waivers as may be necessary and all filings and expiration of all waiting periods as may be

		necessary, from or under the laws, regulations or practices applied by any relevant Non-Antitrust Regulatory Authority in connection with the implementation of the Acquisition, (whether by Scheme or Offer) and references to Non-Antitrust Clearances having been satisfied shall be construed as meaning that the foregoing have been obtained or, where appropriate, made or expired;

		“Non-Antitrust Regulatory Authority” means any governmental, national, supranational, regulatory, competition or Antitrust body or other authority, in any jurisdiction, other than a Governmental Antitrust Authority which is responsible for applying foreign investment, exchange control, environmental, health, safety or industry legislation or regulation in such jurisdictions;

		“Notes” means the senior notes issued by the Company under the Note Purchase and Guaranty Agreement dated 6 September 2007;

		“Offer” means a takeover offer governed by the Code to implement the Acquisition on the terms set out in the Press Announcement;

		“Offer Document” means the document to be despatched to (amongst others) the Company’s shareholders pursuant to which the Offer would be made;

		“Panel” means the Panel on Takeovers and Mergers;

		“Personnel” means, in relation to any person, its board of directors, members of their immediate families, related trusts and persons connected with them, as such expressions are construed in accordance with the Code;

		“Press Announcement” means the draft Press Announcement in the agreed form set out in Schedule 1, but subject to any changes to be made to such announcement as are agreed between the parties or as are required by the Code or the Panel;

		“Reduction” means the proposed reduction of capital of the Company under section 135 of the Companies Act 1985 provided for by the Scheme;

		“Registrar” means the Registrar of Companies for England and Wales;

		“Regulatory Conditions” means the conditions which are set out in paragraphs 2.1, 2.2 and 2.3 of Appendix 1 to the Press Announcement;

		“Resolutions” means the General Meeting Resolutions and resolution of the Company’s shareholders to be voted upon at the Court Meeting, in order to approve the Scheme and to approve other matters in relation to assisting the Scheme to become effective;

		“Scheme” means the scheme of arrangement under Part 26 of the 2006 Act to be proposed by the Company to its shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and ITW pursuant to which the Acquisition is proposed to be implemented;

		“Scheme Document” means the document to be despatched to the Company’s shareholders setting out the full terms of the Scheme and, where the context so admits, includes any form of proxy, election, notice or other document required to be despatched to Shareholders in connection with the Scheme;

		“Share Schemes” means the Company’s employee share schemes consisting of the Berisford International 1993 Executive Share Option Scheme, the Berisford 1995 Executive Share Scheme), the Enodis 2001 Executive Share Scheme and the Enodis plc Performance Share Plan;

		“Share Scheme Proposals” means the proposals relating to the Share Schemes, referred to in clause 4.27 of and Schedule 3 to this agreement;

		“TCGA 1992” means the Taxation of Chargeable Gains Act 1992;

		“Termination Fee” means US$50,000,000;

		“Third Party Transaction” means an offer or proposal (as amended or revised from time to time and whether or not subject to any pre-conditions and howsoever implemented) made:

	(a)		by a third party not acting in concert with ITW, for 50% or more of the issued share capital of the Company or any class thereof (other than those shares owned or contracted to be acquired by the person making such offer and its associates) or whereby such third party (together with its concert parties) will as a direct result become interested in 50% or more of the issued share capital of the Company or any class thereof;

	(b)		which involves, in any such case, a change of control of the Company (other than the acquisition of control by ITW and/or a person acting in concert with ITW) or which involves the disposal of any interest in a material part (being not less than 50%) of the business of the Company or its Group (other than to ITW and/or a person acting in concert with ITW),

		provided that for the purposes of clause 8 of this agreement only, the references to “50%” in (b) above shall be read as references to “10%”;

		“Timetable” means the indicative timetable in the agreed form for implementation of the Scheme and despatch of the Scheme Document set out in Schedule 2;

		“VAT” means value added tax as provided for in the Sixth Directive of the European Community, as charged by the provisions of the Value Added Tax Act 1994 or any regulation promulgated thereunder or any tax of a similar nature;

		“Voting Record Time” means a time and date to be specified as such in the Scheme Document; and

		“Working Hours” means 9.30 am to 6.30 pm on a Business Day.

2		INTERPRETATION

2.1		Terms used but not defined expressly herein shall, unless the context otherwise requires, have the meaning given to them in the Press Announcement. In case of inconsistency, the definitions set out in this agreement shall take precedence.

2.2		References to clauses and schedules are to clauses of, and schedules to, this agreement.

2.3		References to one gender include all genders and references to the singular include the plural and vice versa.

2.4		Any word or expression defined in the 1985 Act and not expressly defined in this agreement or in the Press Announcement shall have the meaning given in the 1985 Act.

2.5		When used in this agreement, the expressions “acting in concert”, “concert parties”, “control” and “offer” shall be construed in accordance with the Code.

2.6		References to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.

2.7		A reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re- enacted.

2.8		Any reference to a time of day is a reference to the time in London, unless a contrary indication appears. Any reference to a “day” (including within the phrase “Business Day”) shall mean a period of 24 hours running from midnight to midnight.

2.9		A document “in the agreed form” means a document, the terms of which have been approved by the parties and a copy of which has been identified as such and initialled by or on behalf of each of the Company and ITW.

2.10		A reference to any other document referred to in this agreement is a reference to that other document as amended, revised, varied, novated or supplemented at any time.

2.11		Headings are to be ignored in construing this agreement.

2.12		References to ITW shall include Bidco where the context so requires.

3		PRESS ANNOUNCEMENT

3.1		The parties shall procure the release of the Press Announcement at or before 7.00 am on 8 May 2008 or such other time and date as may be agreed in writing by the parties.

3.2		The parties acknowledge that, at the same time, ITW will be required to release an announcement in the agreed form giving details of the Acquisition in the US.

4		IMPLEMENTATION AND DOCUMENTATION

		Implementation of the Scheme

4.1		The parties undertake to implement the Scheme in accordance with, and subject to the terms and conditions of, the Press Announcement and, so far as reasonably practicable, the Timetable with the overall intention that all Governmental Antitrust Authority Merger Clearances and all Non-Antitrust Clearances are obtained prior to the Court Hearing Date and that the Scheme becomes effective on or before the Final Implementation Date but in any event, in as timely manner as reasonably practicable.

4.2		The Company will, save as otherwise agreed in writing with ITW, take or cause to be taken all such steps as are necessary to implement the Scheme in accordance with the Timetable. In particular, but without limitation:

	(a)		the Company shall make all necessary applications to the Court in connection with the implementation of the Scheme promptly and in particular, will, no later than 19 May 2008, issue a Part 8 claim form in order to seek the Court’s permission to convene the Court Meeting and file such documents as may be necessary in connection therewith;

	(b)		upon:

	(i)		the necessary documents being settled with the Court and, where required, approved by ITW (such approval not to be unreasonably withheld or delayed); and

	(ii)		the Court making the order necessary for the purpose of convening the Court Meeting,

			the Company shall, within 5 days of the order being made (or such later date as ITW shall agree in writing, such agreement not to be unreasonably withheld or delayed), publish the requisite documents, including the Scheme Document, and thereafter in a timely manner, publish and/or post such other documents and information as the Court or the Panel may approve or require from time to time in connection with the proper implementation of the Scheme according to the Timetable;

	(c)		the Company will convene the Court Meeting and General Meeting to consider and, if thought fit, approve the Scheme and General Meeting Resolutions and hold such meeting at the times and dates on which they are convened;

	(d)		following the Court Meeting and the General Meeting, and assuming the resolutions to be proposed at such meeting(s) have been passed by the requisite majorities, ITW shall provide written confirmation to the Company forthwith upon the Regulatory Conditions being waived or satisfied and upon receipt of such written confirmation the Company shall forthwith seek the sanction of the Court to the Scheme and confirmation of the Reduction by the Court at the Court Hearing(s) and take all other action necessary to make the Scheme effective;

	(e)		if the Court so requires or indicates, or if the Company is advised by its legal and/or financial advisers that it is advisable in order to implement the Scheme and that not to do so would jeopardise the likelihood of the Scheme being sanctioned at the Court Hearing(s), the Company shall reconvene the Court Meeting and any other necessary shareholder meeting; and

	(f)		subject to clause 4.5 below, as soon as practicable after the sanction by the Court of the Scheme and the confirmation of the Reduction at the Court Hearing(s), and in any event within two Business Days following the Court’s confirmation of the Reduction, the Company shall cause an office copy of the Court Order(s) to be filed with the Registrar.

4.3

The Company undertakes:

	(a)		to procure the publication of the advertisements required by the Court;

	(b)		prior to the Court Meeting and the General Meeting to keep ITW informed in writing, on a weekly basis and daily on each of the five Business Days preceding

			each of the Court Meeting and the General Meeting (or adjournment of either of these Meetings), of the number of proxy votes received in respect of the resolutions to be passed at the Court Meeting or the General Meeting as applicable; and

	(c)		promptly to provide ITW with a copy of the Court Order(s) once obtained.

4.4		ITW agrees that it will only seek to invoke any unsatisfied Condition (other than Conditions 1.1, 1.2 and 1.3) if the Panel would permit ITW to invoke that Condition with the effect that ITW would not be required to proceed with the Acquisition.

4.5		The Company agrees that it shall only (i) seek the sanction of the Court to the Scheme at the Court Hearing and/or (ii) file the Court Order(s) with the Registrar if ITW provides written confirmation that all of the Conditions, where capable of satisfaction, have been satisfied or, where permissible, waived by ITW.

4.6		The Company shall not seek to amend the Scheme or the General Meeting Resolutions after despatch of the Scheme Document or to adjourn the Court Meeting or the General Meeting without the prior written consent of ITW (such consent not to be unreasonably withheld or delayed).

4.7		ITW will undertake or procure that Bidco undertakes to the Court to be bound by the terms of the Scheme, including as to discharge of the consideration for the Acquisition.

4.8		Save as may otherwise be agreed between them, the parties shall use all reasonable endeavours to ensure the time period between the posting of the Scheme Document and the Effective Date is as short as reasonably possible and notwithstanding any of the above or the Timetable at Schedule 2 but, subject to any obligations or restrictions under the Code, to, where reasonably practicable and at the request of ITW, expedite the Timetable in order to assist ITW in ensuring that the Acquisition becomes effective in as timely a manner as reasonably practicable.

		Implementation of Acquisition by way of Offer

4.9		ITW may elect at any time to implement the Acquisition by way of an Offer, (whether or not the Scheme Document has been despatched) provided that the Offer is made in accordance with the terms and conditions set out in the Press Announcement (save, if the Panel consents, in respect of an acceptance condition relating to the Offer which in no event shall exceed 75 per cent, of the shares in the Company to which the Offer relates and such other amendments to the terms and Conditions of the Acquisition as are reasonably necessary to effect the Acquisition by way of Offer) and with the consideration being equal to or greater than that specified in the Press Announcement and further provided that either:

	(a)		the Offer is made with the prior written consent of the Company (such consent not to be unreasonably withheld or delayed); or

	(b)		the Offer is announced following the Directors having withdrawn or adversely modified or qualified their recommendation to shareholders in the Company to vote in favour of the Scheme and the General Meeting Resolutions; or

	(c)		a Third Party Transaction is announced pursuant to Rule 2.5 of the Code or where a Third Party Transaction, which is subject to the Code (including, but not

limited to the Manitowoc Offer) is switched to be made by way of contractual takeover offer.

		If ITW elects to implement the Acquisition by way of an Offer, clauses 4.1 to 4.7 (inclusive) shall cease to have any effect.

4.10		If ITW elects to implement the Acquisition by way of an Offer, ITW agrees to co-ordinate the preparation and despatch of the Offer Document with the Company and the parties will exchange drafts of the Offer Document and shall discuss their respective comments.

		Recommendation and responsibility

4.11		The Company agrees that (i) the Scheme Document shall incorporate a unanimous and unqualified recommendation of the Directors to shareholders in the Company to vote in favour of the Scheme and the General Meeting Resolutions and (ii) such recommendation shall not be withdrawn or qualified. If, in accordance with clause 4.9(a), ITW elects to implement the Acquisition by way of the Offer, the Company agrees that (i) the Offer Document shall incorporate a unanimous and unqualified recommendation of the Directors to the shareholders in the Company to accept the Offer and (ii) such recommendation shall not be withdrawn or qualified.

4.12		If the Acquisition is implemented by way of Scheme:

	(a)		ITW shall procure that the members of the board of directors of ITW and Bidco accept responsibility for all of the information in the Scheme Document relating to ITW, its Group and its Personnel; and

	(b)		the Company shall procure that the Directors accept responsibility for all of the information in the Scheme Document other than that relating to ITW, its Group and their respective Personnel.

4.13

If, in accordance with clause 4.9(a), ITW elects to implement the Acquisition by way of an Offer:

	(a)		ITW shall procure that the members of the board of directors of ITW and Bidco (and any other person whom the Panel may require) accept responsibility for all of the information in the Offer Document other than that relating to the Company, its Group and their respective Personnel;

	(b)		the Company shall procure that the Directors accept responsibility for all of the information in the Offer Document relating to the Company, its Group and their respective Personnel; and

	(c)		the Company undertakes to provide ITW with all such information about the Company, its Group and its Personnel as may reasonably be required for inclusion in the Offer Document and to provide all such other assistance as ITW may reasonably require in connection with the preparation of the Offer Document (in each case having regard to the requirements of the Code, the Acts and applicable regulations), including reasonable access to, and ensuring the provision of reasonable assistance by, its senior management and professional advisers.

		Co-operation and documentation

4.14		Without prejudice to clause 5 but subject to clauses 4.4 and 4.5, each party agrees to use all reasonable endeavours to, and to procure that its Group, its directors and its relevant professional advisers assist it to, prepare all such documents and take all such steps as are reasonably necessary or desirable:

	(a)		in connection with the Acquisition; and

	(b)		for the purposes of obtaining all Non-Antitrust Clearances.

4.15		Each party undertakes to co-operate with and assist the other by providing each other and any relevant Non-Antitrust Regulatory Authority as promptly as is reasonably practicable upon request and in good faith any necessary or reasonably desirable information and documents for the purpose of preparing and making any submissions, filings and notifications to such Non-Antitrust Regulatory Authority in relation to the Acquisition, including making any joint filings with ITW where required by any such Non- Antitrust Regulatory Authority, and generally to facilitate the satisfaction of the Conditions.

4.16		Each party undertakes to keep the other informed reasonably promptly of developments which are material or potentially material to the obtaining of the Non-Antitrust Clearances.

4.17		The parties agree to co-ordinate their input for the purpose of preparing the Scheme Document and the Company will only despatch the Scheme Document with the written consent of ITW (such consent not to be unreasonably withheld or delayed). Accordingly the parties will as appropriate exchange drafts of the Scheme Document and shall discuss their respective comments. ITW undertakes to provide as soon as reasonably practicable to the Company for the purposes of inclusion in the Scheme Document all such information about ITW, its Group and their respective Personnel as may reasonably be required by the Company (having regard to the Code, the Acts, and applicable regulations) for inclusion in the Scheme Document (including all information that would be required under the Code, the Acts or applicable regulations) and to provide all such other assistance as the Company may reasonably require in connection with the preparation of the Scheme Document including access to and ensuring the assistance of its management and relevant professional advisers.

4.18		The Company confirms to ITW that the Scheme Document will contain provisions in accordance with the terms and Conditions set out in the Press Announcement and/or as otherwise further agreed between the parties or as otherwise required by the Panel or the Code.

4.19		The parties will consult with the Panel from time to time as necessary in order to keep the Panel informed, and where appropriate seek the consent of the Panel, in relation to the implementation of the Acquisition including as to the Scheme Document, Timetable and the process to obtaining the Governmental Antitrust Authority Merger Clearances and all Non-Antitrust Clearances.

4.20		Each party confirms to the other that, except as fairly disclosed to the other party or in any public announcement made by either party prior to the date of this agreement, it is not aware of any material matter or circumstance which would or could reasonably be expected to result in the Panel permitting ITW to invoke a Condition (other than any Condition relating to Governmental Antitrust Authority Merger Clearances) as a term of

the Acquisition with the effect that ITW would not be required to proceed with the Acquisition.

4.21

Subject to applicable law or the requirements of any Governmental Antitrust Authority, and subject to the proviso below, the Company will co-operate with and provide ITW with such information relating to the Group and such access to the executive directors and senior management of the Company as ITW reasonably requires during normal business hours in order to facilitate and assist with:

	(a)		planning for the integration of the Company and ITW in accordance with an integration plan and process that the parties will in good faith seek to agree;

	(b)		any syndication of the debt financing that ITW has put in place in order to fund the Acquisition; and

	(c)		any fundraising by ITW through the offering by ITW of equity or debt securities (including, without limitation, through the delivery of any financial information that is required to launch any such offering and co-operation with ITW’s advisers in the preparation for the offering);

		provided always that nothing in this clause 4.21 shall (i) require the Company and/or any member of its Group and/or any of their respective directors or employees to incur any liability to any person, (ii) require the Company’s executive directors and/or senior management to attend third party presentations or roadshows, or (iii) impose any restriction or fetter on the ability of the directors, senior management or employees of any member of the Company’s Group to devote their time and attention to their duties to the Group in the ordinary course, and provided additionally that the Company’s obligations under this clause 4.21 shall at all times be subject to applicable confidentiality, legal or regulatory requirements.

4.22		The Company shall propose such changes as ITW may reasonably require to the Company’s articles of association at the General Meeting in order to implement any proposals in relation to holders of options under the Share Schemes as set out in Schedule 3

4.23		The Company will co-operate with and provide ITW with such information and assistance as it reasonably requires in order to identify any provisions of any licences, authorisations, concessions, agreements, understandings, obligations and other arrangements by which it or any other member of its Group is bound or to which it or such other member of its Group is otherwise a party or subject and which are material in the context of the Company and its Group (taken as a whole), in each case that require any action to be taken by the Company and/or the relevant member of its Group and/or ITW and/or any members of its Group as a result of the implementation of the Acquisition (including, for example, the giving of a notification or seeking waiver of any rights arising on a change of control), prior to the Court Hearing Date (or, if the Acquisition is effected by way of a takeover offer governed by the Code, prior to the Offer becoming or being declared wholly unconditional). The Company’s obligations under this clause 4.23 shall at all times be subject to applicable confidentiality, legal or regulatory requirements.

4.24		The parties agree to co-ordinate their input for the purpose of obtaining any such tax clearances as either party may reasonably require be obtained in connection with the Scheme or, as the case may be, the Offer including, without limitation, clearance under Section 138 of TCGA 1992 and, in the case of the Scheme, confirmation from the Stamp

Office that the Court Order will be treated as duly stamped. Neither party will despatch any application for such clearance without the written consent of the other party (which shall not be unreasonably withheld or delayed). Accordingly the parties will as appropriate exchange drafts of any such application for clearance and shall discuss their respective comments. Each party undertakes to the other party to provide such assistance as that other party may reasonably require (including, without limitation, the provision of information) in connection with the obtaining of such tax clearances.

4.25

Should any supplemental circular or announcement be required to be published or submitted to the Court in connection with the Acquisition (a “Supplemental Document”) each party shall provide such co-operation and information (including such information as is necessary for the Supplemental Document to comply with all applicable legal and regulatory provisions) as the other may reasonably request and is reasonably necessary

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