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 March, 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 March 18, 2002, Enodis plc distributed the following press
release in the United Kingdom concerning the results of an extraordinary general
meeting.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, JAPAN, FRANCE, AUSTRALIA, SOUTH AFRICA, SINGAPORE OR THE
REPUBLIC OF IRELAND
Enodis plc
("Enodis" or the "Company")
Result of Extraordinary General Meeting
The Board of Enodis announces that at the Extraordinary General Meeting of the
Company held earlier today the Resolutions: (a) to increase the authorised share
capital of the Company, (b) to authorise the Directors to allot relevant
securities in connection with the Rights Issue up to a maximum nominal value of
(pound)141,164,119, (c) conditional on the Rights Issue becoming unconditional
in all respects, to amend the 2001 Executive Share Option Scheme, (d)
conditional on the Rights Issue becoming unconditional in all respects, to amend
the Employee Stock Purchase Plan and (e) to disapply section 89(1) of the
Companies Act 1985, including to permit allotments of equity securities for cash
up to a maximum nominal amount of (pound)10,011,639.50 (all as otherwise
described in the Notice of Extraordinary General Meeting dated 21 February 2002)
were duly passed with more than 99 per cent of the votes cast in favour of each
Resolution.
Provisional Allotment Letters in respect of entitlements to New Ordinary Shares
pursuant to the Rights Issue will be posted to Qualifying non-CREST Shareholders
today. It is expected that dealings in the New Ordinary Shares, nil paid, will
commence at 8.00 a.m. on 19 March 2002.
The latest time and date for acceptance and payment in full pursuant to the
Rights Issue is 10.30 a.m. on 8 April 2002.
As regards current trading, the Chairman, Peter Brooks, said:
"Our expectations for full year operating profits remain unchanged from the time
of our preliminary results announcement in November 2001, as indicated in our
Rights Issue Prospectus dated 21 February 2002."
Words and expressions defined in the prospectus to Shareholders dated 21
February 2002 (the "Rights Issue Prospectus") have the same meaning when used in
this announcement unless the context otherwise requires.
For further information, please contact:-
Enodis plc
Andrew Allner, Chief Executive 020 7304 6006
Credit Suisse First Boston
George Maddison/Ed Matthews 020 7888 8888
Financial Dynamics
Andrew Lorenz/Richard Mountain 020 7831 3113
Credit Suisse First Boston does not have any authority whatsoever to make any
representation or warranty on behalf of Enodis plc or any other person in
connection with the proposed Rights Issue or any other investment in securities
of Enodis plc.
Credit Suisse First Boston is acting exclusively for Enodis plc and no-one else
in connection with the Rights Issue and will not be responsible to anyone other
than Enodis plc for providing the protections afforded to the clients of Credit
Suisse First Boston or for providing advice in relation to the Rights Issue or
any matter referred to herein.
This announcement does not constitute or form part of, and should not be
construed as, an offer for sale or subscription of, or solicitation of any offer
to buy or subscribe for, any securities of Enodis plc nor should it or any part
of it form the basis of, or be relied on in connection with, any contract or
commitment whatsoever. Any decision in connection with the Rights Issue should
be made solely on the basis of the information contained in the Rights Issue
Prospectus.
None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or
the Provisional Allotment Letters have been or will be registered under the
United States Securities Act of 1933, as amended, or under the applicable
securities laws of any state of the United States, any province or territory of
Canada, Japan, France, Australia, South Africa, Singapore or the Republic of
Ireland. Neither the New Ordinary Shares nor the Provisional Allotment Letters
may, subject to certain exceptions, be offered, sold, taken up, transferred,
renounced or delivered, directly or indirectly, within the United States,
Canada, Japan, France, Australia, South Africa, Singapore or the Republic of
Ireland, or their respective territories or possessions. Accordingly, neither
this announcement nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, into those jurisdictions, their territories or
possessions or passed to residents, corporations or other entities organised
under the laws of those jurisdictions, their territories or possessions or
branches, agencies or affiliates of any such corporations or entities.
Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and, by their nature, are
subject to a number of risks and uncertainties that could cause actual results
and performance to differ materially from any expected future results or
performance, expressed or implied, by the forward-looking statement. The
information and opinions contained in this announcement are subject to change
without notice and Enodis assumes no responsibility to update any of the
forward-looking statements contained herein except to the extent required by
law.
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
March 18, 2002 By: /s/ Stuart Miller
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Name: Stuart Miller
Title: Chief Financial Officer - Group