SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 January, 2002
Enodis plc
Washington House, 40-41 Conduit Street
London, W1S 2YQ, 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 or about December 13, 2001, the Registrant distributed a press
release concerning the Registrant's disposal of Sammic SA. On or about January
16, 2002, the Registrant distributed a press release concerning the Registrant's
trading statement. Both press releases follow.
ENODIS plc DISPOSAL OF SAMMIC SA
LONDON, Dec. 13 /PRNewswire/ -- Enodis plc, the world's leading food equipment
manufacturer, announces that on December 13, 2001 it reached agreement to sell
Sammic SA and its subsidiaries ("Sammic") for a gross consideration of 22.2
million Pounds Sterling. The net cash consideration, which will be used by
Enodis plc to reduce debt, is 20 million Pounds, after repayment of 2.2 million
Pounds inter-company balance due to Sammic.
Sammic, a Spanish based manufacturer of food equipment, is being purchased
through a management buy-out backed by 3i and funds associated with 3i and other
financial co-investors.
As at September 29, 2001, Sammic had a net asset value of 7.5 million Pounds
(excluding 9.6 million Pounds goodwill). In the 12 months to September 29, 2001,
the business contributed 16.2 million Pounds to Group sales and 4.3 million
Pounds to operating profit. Its manufacturing facilities are based in Azpeitia,
northern Spain.
Commenting on the agreed sale, Andrew Allner, Chief Executive Officer, said:
"This transaction demonstrates our strategy to reduce debt and improve the focus
on our core businesses. Sammic's range of lighter products is no longer central
to our future.
"Our aim is to consolidate and extend our position as the world's leading
manufacturer of heavy core commercial food equipment through product,
distribution and service excellence."
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.
TRADING STATEMENT - ENODIS plc
LONDON, Jan. 16 /PRNewswire-FirstCall/ -- Enodis plc will make the following
statement at its Annual General Meeting later today.
Trading Update
Group performance for the first quarter of the financial year ending September
28, 2002 is in line with the Board's expectations at the time of the preliminary
announcement of results for the year ended September 29, 2001, made in November
2001.
In the Global Food Service Equipment Group we continue to focus on gaining
market share. As we had anticipated, the market has declined further and pricing
pressures have intensified. However, we have recognized the benefit of cost
savings previously announced.
The Food Retail Equipment Group is still experiencing very difficult market
conditions for display cases and systems in North America. However, this has
been offset in part by the benefit of a stronger performance in our panel and
walk-in business. Overall, the operating profit of this Group for the quarter
is, as expected, significantly short of that of the previous year.
Debt
Net debt at December 31, 2001 was approximately 376m pounds sterling, compared
to 365.9m pounds at September 29, 2001. The increase reflects foreign exchange
movements, the final payment of the Bomar litigation settlement and other prior
year exceptional costs, and normal seasonal working capital movements, largely
offset by the net proceeds from the 20m pounds disposal of Sammic. The Board
remains committed to reducing the level of debt.
Outlook
As we had anticipated, the trading climate has become more difficult following
the events of September 11, 2001 and current order levels reflect this further
deterioration in markets. The results for the half year will also reflect the
disposal of Sammic, and the absence of certain non-recurring property profits
included in the prior year results of our European businesses.
The Board's expectations for the full year are as they were at the time of our
November announcement.
Planned management actions to reduce costs further are being implemented and are
delivering the anticipated savings. Furthermore, we continue to pursue market
share gain opportunities afforded by our scale, broad product range, technology,
and industry relationships.
We believe that the long-term characteristics of our industry are attractive,
and that we have a powerful strategy, which will leave Enodis well positioned
for market recovery.
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
January 23, 2002 By: /s/ Stuart Miller
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Name: Stuart Miller
Title: Chief Financial Officer - Group