LONDON, October 22 /PRNewswire/ --
INVESCO PLC (NYSE: IVZ) today announced the commencement of a consent
solicitation relating to its following series of notes:
4.500% Senior Notes Due 2009 (CUSIP No. 03235EAM2)
5.625% Senior Notes Due 2012 (CUSIP No. 03235EAQ3)
5.375% Senior Notes Due 2013 (CUSIP No. 03235EAK6)
5.375% Senior Notes Due 2014 (CUSIP No. 03235EAP5)
On September 25, 2007, INVESCO announced a proposal to move its primary
listing from the London Stock Exchange to the New York Stock Exchange and its
domicile from the United Kingdom to Bermuda. If this proposal receives the
required INVESCO shareholder and U.K. court approvals, INVESCO will become a
direct wholly-owned subsidiary of Invesco Ltd., a Bermuda corporation and the
new parent company of INVESCO, and INVESCO and Invesco Ltd. will execute
supplemental indentures making Invesco Ltd. a guarantor of the notes on a
senior unsecured basis. In addition, following the redomicile, there will be
an intragroup reorganization as a result of which certain regulated
subsidiaries of INVESCO carrying on business in the European Union will be
distributed by INVESCO to Invesco Ltd.
INVESCO is requesting that holders of the notes as of the close of
business on October 19, 2007, the record date for the consent solicitation,
agree to certain proposed amendments to the indentures governing the notes
and provide their approval of the intragroup reorganization that will follow
the redomicile, notwithstanding that noteholder approval is not required
under the indentures or applicable law in order to effect the reorganization.
The proposed amendments to each indenture, if and when they become effective,
will modify the covenant that requires INVESCO to provide certain information
to the applicable trustee and noteholders such that the filing of periodic
reports with the U.S. Securities and Exchange Commission by Invesco Ltd., the
new parent company of INVESCO, will satisfy the information requirement.
The consent solicitation requires, among other things, the receipt of
consents from holders of at least a majority in aggregate principal amount of
each series of notes and will expire at 5:00 p.m. New York City time on
November 1, 2007, unless extended. Subject to the terms and conditions of the
consent solicitation, if the required consents are received for each series
of notes and the redomicile is completed, INVESCO will pay to each holder who
has validly delivered (and not revoked) a consent on or prior to 5:00 p.m.
New York City time on the expiration date a consent payment in the amount of
US$1.25 for each US$1,000 principal amount of notes. INVESCO will not be
required to make any consent payments, and will not have the benefit of the
proposed amendments, if the solicitation is terminated, the supplemental
indentures reflecting the proposed amendments are not executed or do not
otherwise become effective for any reason, or if execution of the
supplemental indentures or any payment is prohibited by law or regulation.
The company will make any consent payments promptly following the completion
of the redomicile.
The consent solicitation may be amended, extended or terminated, at the
option of INVESCO. For a complete statement of the terms and conditions of
the consent solicitation, holders of the notes should refer to the consent
solicitation statement, dated October 22, 2007, which is being sent to all
holders of the notes as of the record date.
Questions regarding the consent solicitation may be directed to the
Solicitation Agent: Citi at +1-800-558-3745 (toll free) or +1-212-723-6106
(collect). The Information Agent and Tabulation Agent for the consent
solicitation is Global Bondholder Services Corporation. Requests for
assistance in delivering consents or for additional copies of the consent
solicitation statement should be directed to the Information Agent at
+1-866-873-7700 (toll free) or +1-212-430-3774 (banks and brokers).
This announcement is not an offer to purchase, a solicitation of an offer
to purchase, or a solicitation of consents with respect to any securities.
The consent solicitation is being made solely by the consent solicitation
statement and is subject to the terms and conditions stated therein.
INVESCO PLC is a leading independent global investment manager, dedicated
to helping people worldwide build their financial security. Operating
principally through the AIM, AIM Trimark, Atlantic Trust, INVESCO, Invesco
Perpetual, PowerShares and WL Ross brands, INVESCO strives to deliver
outstanding products and services through a comprehensive array of enduring
investment solutions for its retail, institutional and private wealth clients
around the world. For more information go to http://www.invesco.com.
This release may include statements that constitute "forward-looking
statements" under the United States securities laws. Forward-looking
statements include information concerning possible or assumed future results
of our operations, earnings, liquidity, cash flow and capital expenditures,
industry or market conditions, assets under management, acquisition
activities and the effect of completed acquisitions, debt levels and the
ability to obtain additional financing or make payments on our debt,
regulatory developments, demand for and pricing of our products and other
aspects of our business or general economic conditions. In addition, when
used in this release, words such as "believes," "expects," "anticipates,"
"intends," "plans," "estimates," "projects" and future or conditional verbs
such as "will," "may," "could," "should," and "would" and any other statement
that necessarily depends on future events, are intended to identify
Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. Although we make such
statements based on assumptions that we believe to be reasonable, there can
be no assurance that actual results will not differ materially from our
expectations. We caution investors not to rely unduly on any forward-looking
statements. In connection with any forward-looking statements, you should
carefully consider the areas of risk described in our most recent Annual
Report on Form 20-F, as filed with the United States Securities and Exchange
Commission ("SEC"). You may obtain these reports from the SEC's Web site at
Web site: http://www.invesco.com