June 13, 2005 13:44 ET

Enodis Plc announces EGM Statement

LONDON, UK -- (MARKET WIRE) -- June 13, 2005 --

"The following amends the ENODIS PLC ANNOUNCES EGM STATEMENT announcement distributed today 06/13/2005 at 07:12. The final 2 paragraphs under the contact details were omitted from the previous announcement, and have now been included. The full amended announcement appears below."

                              Enodis plc

       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.


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


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.

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