FOR
IMMEDIATE RELEASE
PRESS
STATEMENT
ENODIS
PLC RECEIVES CONSENTS IN RESPECT OF 76.8%
OF
ITS
10 3/8% SENIOR
NOTES DUE 2012
LONDON,
ENGLAND, 2 June 2005 - Enodis plc, a public limited company organised under the
laws of England and Wales (the "Company"), has
offered to purchase for cash all of its outstanding 10 3/8% Senior
Notes due 2012 (the "Notes") and
solicited consents to the proposed amendments to the indenture governing the
Notes (the "Indenture")
pursuant to the tender offer for all outstanding Notes and consent solicitation
previously announced on 17 May 2005 (the "Offer"), the
terms of which are set out more fully in the Offer to Purchase and Consent
Solicitation Statement dated 17 May 2005 (the "Statement"). As of
4.00 p.m., London time, 1 June 2005, holders representing 76.8% in
aggregate principal amount of the Notes have validly tendered their Notes and
delivered consents to the proposed amendments to the Indenture.
As the
requisite consents have been given, the Company and the Trustee (as defined in
the Indenture) have executed a supplemental indenture (the "Supplemental
Indenture") to the
Indenture and, if all the Notes validly tendered and not withdrawn are accepted
for payment, the proposed amendments to the Indenture (the "Proposed
Amendments") will
become operative. The Proposed Amendments eliminate substantially all of the
restrictive covenants, including those requiring the filing of SEC reports,
limiting indebtedness, restricted payments, restrictions on distributions from
restricted subsidiaries, sales of assets and subsidiary stock, affiliate
transactions, the sale or issuance of capital stock of restricted subsidiaries,
liens, sale/leaseback transactions, guarantees of the Company's indebtedness and
business activities, and requiring an offer to repurchase the Notes on a change
of control, as well as amend when the Company may merge or transfer assets,
certain events of default and conditions to defeasance (all as set out more
fully in the Statement). Notes that are not purchased pursuant to the Offer will
remain outstanding and will be subject to the terms of the Indenture as amended
by the Supplemental Indenture.
The Offer
is made solely by the Statement.
The Offer
commenced on 17 May 2005 and will expire at 4:00 p.m., London time, on
15 June 2005 unless extended or earlier terminated (such date, as the same
may be extended, the "Expiration
Date").
Holders that did not tender their Notes prior to 4:00 p.m., London time, on
1 June 2005 will not be eligible to receive the Total Consideration (as
defined in the Statement), which includes the Consent Payment (as defined in the
Statement). Such Holders may, however, still receive the Tender Offer
Consideration (as defined in the Statement). Holders that have not tendered
their Notes and who desire to receive the Tender Offer Consideration must
validly tender their Notes in accordance with the requirements of the
Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator
of the Euroclear System, on or prior to the Expiration Date. Holders
must tender their Notes on or prior to the Expiration Date in order to receive
the Tender Offer Consideration. Tendered
Notes may no longer be withdrawn (except as otherwise expressly provided in the
Statement). The Company's obligation to accept for payment, and to pay for,
Notes validly tendered pursuant to the Offer still remains conditional upon
there having been validly tendered (and not withdrawn) prior to the Expiration
Date at least a majority in aggregate principal amount of the Notes then
outstanding and the Company having received, on terms and conditions
satisfactory to it, funds sufficient to satisfy its obligations under the Offer
on the Payment Date (as defined in the Statement) from either the sources
specified in the Statement or from such other sources as the Company may elect,
in its sole discretion.
NONE
OF THE COMPANY, THE DEALER MANAGER OR THE TENDER AGENTS (EACH AS DEFINED BELOW)
MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER NOTES IN
RESPONSE TO THE OFFER OR DELIVER CONSENTS TO THE PROPOSED AMENDMENTS. OTHER THAN
AS CONTAINED IN THE STATEMENT, NO PERSON HAS BEEN AUTHORISED TO MAKE ANY
RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER NOTES OR DELIVER CONSENTS
PURSUANT TO THE OFFER.
UNDER
NO CIRCUMSTANCES SHALL THIS NOTICE CONSTITUTE AN INVITATION OR OFFER TO SELL OR
THE SOLICITATION OF AN INVITATION OR OFFER TO BUY THE NOTES. THE OFFER IS BEING
MADE PURSUANT TO THE STATEMENT WHICH MORE FULLY SETS FORTH THE TERMS OF THE
OFFER AND CONTAINS IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE IN RESPECT TO THE OFFER.
Important
information for United Kingdom recipients of this announcement.
Please
note that this announcement is not an invitation to tender to Holders. Rather,
Holders should receive and consider the Statement. Holders should seek advice
from an independent financial advisor as to whether they should tender the Notes
and grant related Consents.
The Offer
is made upon, and is subject to, the detailed terms and conditions set forth in
the Statement which can be obtained from either tender agent, The Bank of New
York or The Bank of New York (Luxembourg) S.A. (the "Tender
Agents"), by
contacting the Tender Agents on tel: +44 (0)20 7570 1784 at The Bank of New
York, Corporate Trust Department, One Canada Square, London E14 5AL, England.
Additional information regarding the terms of the Offer may be obtained from the
dealer manager (the "Dealer
Manager"), Credit
Suisse First Boston (Europe) Limited, by contacting the Dealer Manager on tel.
+44 (0)20 7888 4225 or +1 212 325 7596 at Credit Suisse First Boston, One Cabot
Square, Canary Wharf, London E14 4QJ, England.