SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K/A
AMENDMENT No. 1
TO FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2001
Enodis plc
1 Farnham Road, Guildford
Surrey, GU2 4RG, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F: X Form 40-F: _____
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Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes: _______ No: X
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On April 12, 2001, the Registrant notified the London Stock Exchange
that it has filed a Form 20-F with the U.S. Securities and Exchange Commission
which presents its results for the period ended 30 September 2000 under US
Generally Accepted Accounting Principles ("US Gaap"). Application of US Gaap
requires the Building and Consumer Products Division to be treated as a
discontinued business, with corresponding adjustment of the US Gaap financial
statements. This requirement results from the decision to seek a buyer for the
Division.
UK Generally Accepted Accounting Principles ("UK Gaap") do not require
such treatment. The effect on the US Gaap financial statements is that all
results of the Building and Consumer Products Division are reallocated to
"Income from Discontinued Operations" and all assets are reclassified as current
assets.
The disposal process is ongoing, and may or may not lead to an offer
acceptable to the Board of Directors.
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On April 23, the Registrant distributed the following press release:
ENODIS PLC ANNOUNCES SALE OF
BUILDING AND CONSUMER PRODUCTS DIVISION
LONDON, April 23, 2001 -- Enodis plc (London: ENO; NYSE: ENO) announces that it
has reached agreement to sell its Building and Consumer Products Division ("B
and CP") to a subsidiary company of Nobia AB ("Nobia") for a consideration of
(pounds)134 million, of which (pounds)114 million is in cash and (pounds)20
million is in the form of a vendor loan, together with warrants to acquire Nobia
shares.
B and CP comprises Magnet Limited, a leading UK manufacturer and retailer of
domestic kitchen furniture and other joinery products including windows and
doors, and CP Hart & Sons Limited which distributes bathroom products. The
Division has 227 outlets throughout the UK, four plants and employs some 2,300
people. In the year ended 30 September 2000 sales were (pounds)276 million and
operating profits (pounds)27.1 million.
Nobia is a private company headquartered in Stockholm, Sweden. It manufactures a
wide range of kitchen furniture which it markets throughout Europe under the
following brands:- Poggenpohl, Goldreif, Pronorm, Optifit, Norema, Marbodal,
HTH, Segdal and A la Carte. Group turnover in the year ended 31 December 2000
exceeded SEK 4 billion (c (pounds)275 million). Nobia's major shareholders are
Industri Kapital 1994-fund, Skanska and Norsk Kyokken Invest. A public offering
of Nobia's shares is planned within the next two years.
The vendor loan is repayable in 2009 or on a sale or public offering of Nobia if
earlier. The loan is subordinated to Nobia's bank and mezzanine debt and
interest is payable to Enodis at 3.5 per cent over LIBOR. In addition, warrants
representing 1 per cent of the share capital of Nobia will be issued to Enodis
on completion, with a potential for a further 1 per cent over the next 2 years
if the vendor loan remains outstanding. In total these warrants are estimated to
have a potential value of up to (pounds)2 million. It is the intention of Enodis
to retain these warrants for investment purposes.
The cash consideration is subject to adjustment for any difference between the
value of B and CP's audited net operating assets at 31 March 2001 and
(pounds)83.8 million, the estimated amount. The sale agreement contains normal
commercial warranties and indemnities. A payment of (pounds)10 million will be
made by Enodis to Magnet Limited on completion in respect of pension funding.
The sale is expected to result in a net exceptional profit over book value of
approximately (pounds)25 million, which will be recorded in Enodis' results for
the year ending 30 September 2001. Due to availability of capital losses, no tax
is expected to be payable on the exceptional profit. The net cash proceeds will
be used to repay bank debt.
The sale of B and CP will enable Enodis to focus solely on its core commercial
Food Equipment business which, through its broad range of "hot" and "cold" side
products, is the world's leading food equipment manufacturer.
The transaction is subject to the approval of Enodis' shareholders: a circular
will be issued in due course giving further details and convening an EGM.
Completion, which is also subject to EU competition clearance, is planned before
the end of June. Enodis is due to announce its interim results on 22 May 2001.
The Board of Enodis is committed to maintaining its strong relationships with
customers and employees, which are central to its strategy for creating
shareholder value. It recognises the requirement to restore this value and
reduce debt, and is therefore carrying out a full review of its options in order
to determine the most appropriate way of meeting these objectives.
Peter Brooks, Chairman of Enodis, said: "We are delighted to have reached an
agreement which is good for Enodis, Nobia and the management and employees of
Magnet. It will enable us to focus exclusively on our core Food Equipment
business where we have powerful market-leading positions and excellent long term
growth opportunities. We are also pleased that the employees of Magnet will
benefit from being part of the leading European manufacturer of domestic kitchen
furniture."
Enquiries: Peter Brooks - Chairman 020 7006 1466
Andrew Allner - Chief Financial Officer 01483 549 525
Steve Jacobs/Richard Mountain - Financial Dynamics 020 7831 3113
Notes to Editors:
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Magnet manufactures and sells kitchen and bedroom furniture, timber and PVCU
joinery to both retail and trade customers, principally in the UK. It also
distributes bathroom products, mainly under the CP Hart brand. Magnet's four
manufacturing sites are located at Keighley, Penrith, Flint and Darlington. CP
Hart operates five showrooms, located in London (2), Glasgow, Manchester, and
Guildford, and has a warehousing and logistics centre in Kent.
This press release contains "forward-looking statements," within the meaning of
the U.S. federal securities laws, that represent the Company's expectations or
beliefs regarding future events, based on currently available information,
including statements concerning its anticipated performance and plans. These
statements by their nature involve substantial risks and uncertainties, many of
which are beyond the Company's control. The Company's actual results could
differ materially from those expressed in the forward-looking statements due to
a variety of important factors. Factors that could cause the Company's results
to differ materially from its expectations include: the Company's susceptibility
to regional economic downturns, currency fluctuations, large customer order
slowdowns and other risks related to its U.S., U.K. and foreign operations; its
ability to realize cost savings from its cost reduction program; keen
competition in its fragmented and consolidating industry; and the other risk
factors and more complete descriptions of these factors found under "Risk
Factors" in the Company's Form 20-F filed with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ENODIS PLC
April 23, 2001
By: /s/ Andrew F. Roake
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Name: Andrew F. Roake
Title: Chief Operating Officer