UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K/A
REPORT
OF
FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16
Under
the
Securities Exchange Act of 1934
For
the month of June 2005
Commission
File Number 1-15032
Enodis
plc
(Company’s
name in English)
Washington
House, 40-41 Conduit Street
London,
W1S 2YQ, United Kingdom
(Address
of principal executive office)
Indicate
by check mark whether the Company files or will file annual reports under
cover
of Form 20-F or Form 40-F.
| |
Form 20-F: x |
Form 40-F: o |
Indicate
by check mark if the Company is submitting the Form 6-K in paper as permitted
by
Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the Company is submitting the Form 6-K in paper as permitted
by
Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether the Company, 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.
If
“Yes”
is marked, indicate below the file number assigned to the Company in connection
with Rule 12g3-2(b): 82-________.
Explanatory
Note:
On
June
13, 2005, Enodis
plc released two announcements, and on June 16, 2005, Enodis plc released
one
announcement, as follows:
****************************************************
EGM
resolutions passed and capital restructuring update
The
Board
is pleased to provide an update on progress in implementing the capital
restructuring programme announced on 17 May 2005.
Progress
to date
At
today’s EGM shareholders approved both resolutions required for the programme,
namely the capital reduction of Enodis plc and the changes to the Articles
of
Association.
As
of 10
June 2005, the Company has received irrevocable tenders for £76.8m of the Notes.
As a consequence, the Note Indenture has been modified to eliminate most
of its
covenants, including those requiring the Company to prepare and file quarterly
reports with the SEC.
On
20 May
2005, the Bank of New York (the “Depositary”) ceased to issue new ADRs and on 23
May 2005 withdrew the registration statement with respect to any unissued
ADRs.
Next
steps
The
High
Court hearing to approve the capital reduction is scheduled for 6 July
2005.
The
tender offer for the Notes expires on 15 June 2005. We will announce the
pricing
of the offer later today and the final outcome on 16 June 2005.
The
ADR
deposit agreement will terminate with effect from 22 June 2005, leading
to
suspension of trading of ADRs on NYSE on that date and subsequent delisting
from
NYSE, subject to SEC confirmation.
For
90
days thereafter, existing ADR holders will be able to exchange ADRs for
ordinary
shares, subject to payment of the applicable fees, expenses and taxes.
Thereafter, the Depositary is required to use all reasonable efforts to
sell all
remaining deposited ordinary shares and remit net cash proceeds to
holders.
The
Company intends to file for US deregistration after NYSE delisting is complete.
This requires the number of US holders of Ordinary Shares or Notes, whether
held
directly or through nominees, for each class to be below 300. The Directors
believe that this will be the case following completion of the above
steps.
Following
the successful buy-back of the Notes, it is the Company’s intention to cease its
current formal quarterly reporting to the market and therefore the next
scheduled report will be a trading update in September 2005.
Summary
The
capital restructuring programme is progressing in accordance with our plans.
There are a number of further steps required for the successful completion
of
the programme, including Court approval of the reduction of capital and
final
confirmation that we have fewer than 300 US shareholders and bondholders.
We are
on track to deliver the intended benefits.
13
June
2005
Contacts:
|
Dave
McCulloch
|
Chief
Executive Officer |
+44
(0)20 7304 6006
|
|
Dave
Wrench
|
Chief
Financial Officer |
+44
(0)20 7304 6006 |
|
Richard
Mountain
|
Financial
Dynamics |
+44
(0)20 7269 7121 |
This
announcement contains "forward-looking statements," within the meaning
of the
U.S. federal securities laws, that represent Enodis plc's expectations
or
beliefs regarding future events or trends based on currently available
information, including statements concerning the business, results, plans
and
strategies of Enodis. These statements typically are identified by the
use of
words such as "may", "will", "expect", "anticipate", "plan", "intend",
"believe", "estimate" and similar words, although some forward-looking
statements are expressed differently. These statements by their nature
involve
risks and uncertainties, many of which are beyond our control. Forward-looking
statements in this announcement speak only as at the date of this announcement
and except as required by the Listing Rules, the London Stock Exchange
or by
law, Enodis does not undertake any obligation to update or revise publicly
any
forward-looking statement, whether as a result of new information, future
events
or otherwise.
Enodis's
actual results could differ materially from those expressed in the
forward-looking statements due to a variety of risk factors and uncertainties,
including unfavourable changes in the price of commodities or raw materials;
consolidation or loss of large customers; adverse changes in customer purchasing
patterns; competitive pricing pressures; Enodis's ability to successfully
innovate, develop and market new products; currency fluctuations; the outcome
of
lawsuits against Enodis; Enodis's ability to recognise deferred tax assets;
and
other risks related to Enodis's US, UK and foreign operations. Significant
factors that could cause our results to differ materially from our expectations
are described under "Item 3. Key Information - Risk Factors," in our annual
report on Form 20-F for the fiscal year ended October 2, 2004.
****************************************************
FOR
IMMEDIATE RELEASE
PRESS
STATEMENT
ENODIS
PLC ANNOUNCES PRICING IN CONNECTION WITH
THE
TENDER OFFER AND CONSENT SOLICITATION FOR
ITS
10 3/8% SENIOR
NOTES DUE 2012
LONDON,
ENGLAND, 13 June 2005 - Enodis plc, a public limited company organized
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")
previously announced on 17 May
2005
(the "Offer").
The
Offer is made solely by the Offer to Purchase and Consent Solicitation
Statement, dated 17 May 2005, and any amendments or supplements
thereto
(the "Statement"),
and is
not being made to, nor will tenders be accepted from or on behalf of,
holders of
Notes in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such
jurisdiction.
The
Total
Consideration (as defined in the Statement) for each validly tendered
Note is
based upon the present value on the Payment Date (as defined below)
of all
future cash flows on the Notes to 15 April 2007 based on the
assumption
that the Notes will be redeemed in full at £1,051.88 per £1,000 per principal
amount and a fixed spread of 50 basis points over the yield to maturity
on the
UK Treasury 4.5% Gilt due 7 March 2007 (the "Reference
Yield"),
and
the Tender Offer Consideration is equal to the Total Consideration
minus the
Consent Payment (as set forth below). The Reference Yield as of 2.00
p.m.,
London time on 13 June 2005 was 4.254% and accordingly the Total
Consideration is £1,144.22 per £1,000 principal amount of Notes. The Total
Consideration and the Tender Offer Consideration were calculated by
the dealer
manager in the manner described in the Statement at 2:00 p.m., London
time, on
13 June 2005.
The
table
below sets forth the relevant pricing information:
|
Reference
Security
|
|
Bloomberg
Reference Page
|
|
Fixed
Spread
|
|
Actual
Reference Yield
|
|
Tender
Offer Consideration
|
|
Consent
Payment
|
|
Total
Consideration
|
|
U.K.
Treasury 4.50% Gilt due 7 March 2007
|
|
PXUK
|
|
0.50%
|
|
4.254%
|
|
£1,114.22
|
|
£30
|
|
£1,144.22
|
The
Total
Consideration, which includes the Consent Payment, plus Accrued Interest
(as
defined in the Statement), is expected to be paid on the payment date
(the
"Payment
Date")
which
is expected to be 21 June 2005. Assuming the Payment Date is
21 June
2005 as expected, Accrued Interest will be £19.02 per £1,000 principal amount of
Notes. The Company has waived the requirement that Notes be validly
tendered and
not withdrawn prior to the Consent Date in order for Holders to receive
the
Consent Payment and thus the Total Consideration is expected to be
available to
those Holders who validly tendered and did not validly withdraw their
Notes
prior to 4:00 p.m., London time, on the Expiration Date (as defined
below). 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 from
either the sources specified in the Statement or from such other sources
as the
Company may elect, in its sole discretion.
| |
|
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 must
tender their Notes on or prior to the Expiration Date in
order to receive
the Tender Offer Consideration. The Offer is conditioned
upon certain
events which are set out more fully in the
Statement.
|
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.
****************************************************
ENODIS
PLC ANNOUNCES THE EXPIRATION OF THE TENDER OFFER PERIOD AND
THE
ACCEPTANCE OF TENDERED NOTES IN RELATION TO ITS OFFER TO
PURCHASE
ITS 10 3/8% SENIOR
NOTES DUE 2012
LONDON,
ENGLAND, 16 June 2005 - Enodis plc, a public limited company organized
under the
laws of England and Wales (the "Company"),
offered to purchase for cash all of its outstanding 10 3/8%
Senior
Notes Due 2012 (the "Notes"),
previously announced on 17 May 2005 (the "Offer").
The
Offer was made solely by the Offer to Purchase and Consent Solicitation
Statement, dated 17 May 2005 (the "Statement").
The
Offer expired at 4:00 p.m., London time, on 15 June 2005 (the "Expiration
Time").
The
Company has been advised by the Tender Agents that, as of the expiration
time of
the Offer, of the £100,000,000 in aggregate principal amount of the Notes
outstanding, £76,983,000 or approximately 77% had been validly tendered and not
withdrawn pursuant to the Offer. The Company announced that the Offer has
become
unconditional in all respects as all of the conditions to the Offer have
been
either satisfied or waived and that the Company has accepted for purchase
all of
the Notes validly tendered and not withdrawn pursuant to the Offer. Accordingly,
£23,017,000 of Notes will remain outstanding immediately following the
consummation of the Offer.
The
Total
Consideration (as defined in the Statement) for each £1,000 principal amount of
Notes validly tendered (which includes a consent payment equal to £30 per £1,000
principal amount of Notes (the "Consent
Payment"))
is
based upon the present value on the Payment Date (as defined below) of
all
future cash flows on the Notes to 15 April 2007 based on the assumption
that the Notes will be redeemed on the date in full at £1,051.88 per £1,000
principal amount and a fixed spread of 50 basis points over the yield to
maturity on the UK Treasury 4.5% Gilt due 7 March 2007 (the "Reference
Yield").
The
Reference Yield as of 2.00 p.m., London time on 13 June 2005 was
4.254% and
accordingly the Total Consideration is £1,144.22 per £1,000 principal amount of
Notes.
The
Company has waived the requirement that Notes be validly tendered and not
withdrawn prior to the Consent Date (as defined in the Statement) in order
for
Holders to receive the Consent Payment. The Total Consideration of £1,144.22 per
£1,000 principal amount of Notes, plus Accrued Interest (as defined in the
Statement), is expected to be paid on the payment date, which is expected
to be
21 June 2005 (the "Payment
Date"),
to
Holders that validly tendered and did not validly withdraw their Notes
prior to
the Expiration Time. Assuming the Payment Date is 21 June 2005 as
expected,
Accrued Interest will be £19.02 per £1,000 principal amount of
Notes.
In
conjunction with the Offer, the Offeror solicited consents to certain proposed
amendments (the "Proposed
Amendments")
to the
indenture governing the Notes (the "Indenture").
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). As
the
requisite consents have been given, the Company and the Trustee (as defined
in
the Indenture) have executed a supplemental indenture to the Indenture
and, as
all the Notes validly tendered and not withdrawn have been accepted for
payment,
the Proposed Amendments have become effective.
This
press release is neither an offer to purchase nor a solicitation of an
offer to
sell Notes.
Contact:
| David
Hooper |
Enodis
PLC |
+44
(0)20 7304 6006 |
| Andrew
Lorenz |
Financial
Dynamics |
+44
(0)20 7269 7121 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
| |
|
|
| |
ENODIS
PLC |
|
|
|
| June 16,
2005 |
By: |
/s/ David
S.
McCulloch |
| |
Name: David
S. McCulloch
Title: Chief
Executive Officer
|
| |
|