SOURCE: Enodis PLC

June 16, 2005 09:17 ET

ENODIS PLC ANNOUNCES TENDER OFFER

LONDON, UK -- (MARKET WIRE) -- June 16, 2005 --

FOR IMMEDIATE RELEASE

PRESS STATEMENT

    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 GBP100,000,000 in aggregate principal amount of the Notes outstanding, GBP76,983,000 or approximately 77% had been validly tendered and not withdrawn pursuant to the Offer.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either satisfied or waived and that the Company has accepted for purchase all of the Notes validly tendered and not withdrawn pursuant to the Offer.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, GBP23,017,000 of Notes will remain outstanding immediately following the consummation of the Offer.

The Total Consideration (as defined in the Statement) for each GBP1,000 principal amount of Notes validly tendered (which includes a consent payment equal to GBP30 per GBP1,000 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 GBP1,051.88 per GBP1,000 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 GBP1,144.22 per GBP1,000 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The Company has waived the requirement that Notes be validly tendered and not withdrawn prior to the Consent Date (as defined in the Statement) in order for Holders to receive the Consent Payment.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 GBP1,144.22 per GBP1,000 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 GBP19.02 per GBP1,000 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



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