UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF
FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16
Under
the
Securities Exchange Act of 1934
For
the month of July 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):
Yes:
o No:
x
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):
Yes:
o No:
x
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.
Yes:
o No:
x
If
“Yes”
is marked, indicate below the file number assigned to the Company in connection
with Rule 12g3-2(b): 82-________.
Explanatory
Note:
On
July
7, 2005, Enodis
plc released the following announcement:
Capital
Reduction Approved by Court
On
6 July
2005, the High Court approved a capital reduction of Enodis plc in accordance
with the capital restructuring programme announced on 17 May 2005.
The
Company has given specific undertakings to the High Court relating to the
protection of existing Enodis plc creditors that have to be satisfied before
a
dividend can be paid. The main condition to be satisfied relates to holders
of
approximately £23m of the Company’s 10⅜% Notes that remain outstanding following
the Notes buy-back.
To
satisfy this condition, the Company intends to transfer into a Trust (managed
by
an independent trustee) sufficient funds in the form of Gilts and cash to
meet
all outstanding principal and interest payable on the Notes through to their
first redemption date, including the redemption premium. Upon this transfer
and
payment of certain other small Enodis plc creditors, the Company will be
in a
position to resume the declaration and payment of dividends.
As
previously announced, the board intends in the absence of unforeseen
circumstances to declare an initial dividend in November 2005 payable in
February 2006 following approval by shareholders at the Annual General
Meeting.
Trading
in the ADSs on the New York Stock Exchange was suspended on 22 June 2005
and
application has been made for delisting from the New York Stock Exchange,
subject to SEC confirmation. It is still our intention to file for US
deregistration.
We
therefore remain on track to deliver the intended benefits of our capital
restructuring programme.
7
July
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 the Company's expectations or
beliefs regarding future events, based on currently available information,
including statements concerning its anticipated payment of debts and dividends.
The forward-looking statements, by their nature, involve 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 factors, including unfavorable
changes in the price of commodities or raw materials; consolidation or loss
of
large customers; adverse changes in customer purchasing patterns; competitive
pricing pressures; the Company's ability to successfully innovate, develop
and
market new products; currency fluctuations; the outcome of lawsuits against
the
Company; the Company's ability to recognize deferred tax assets; and other
risks
related to the Company's U.S., U.K. and foreign operations. A more complete
description of the Company's risk factors is included under "Risk Factors"
in
the Company's Annual Report on Form 20-F which was filed with the SEC during
December 2004.
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.
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ENODIS
PLC |
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| July
7, 2005 |
By: |
/s/
David S. McCulloch |
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Name: David
S. McCulloch
Title: Chief
Executive Officer
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