Court Sanction of Scheme and Reduction of Capital
LONDON, December 3 /CNW/ - INVESCO PLC (NYSE: IVZ) (LSE:IVZ) (TSX:IVZ)
(the "Company") announces that earlier today the High Court of Justice
(Chancery Division) (the "Court") approved the scheme of arrangement (the
"Scheme") to effect the Company's change of domicile to Bermuda and to move
the Company's primary listing from the London Stock Exchange ("LSE") to the
New York Stock Exchange ("NYSE"). The Company also announces that the Court
confirmed the reduction of capital (the "Reduction") in relation thereto.
The Company further announces that the Court Order confirming the
Reduction and a certified copy of the minute of the Reduction will be
registered by the Registrar of Companies tomorrow, 4 December 2007 (the
"Effective Date") and that the Scheme will become effective on registration of
the Court Order.
All the conditions of the Scheme have been satisfied or waived other than
relating to the delivery to and registration of the Court Order by the
Registrar of Companies.
The Scheme and its implementation were approved by the Company's
shareholders on 14 November 2007 at the Court Meeting and the EGM.
Application has been made for listing and dealings in the Company's
shares on the LSE to be cancelled from 8.00 a.m. on the Effective Date (not
8.30 a.m., as previously communicated in the Scheme Document dated 22 October
2007). The Company's ADSs will also be suspended from trading on the NYSE with
effect from the start of trading on the Effective Date.
The listing of the Invesco Ltd. shares on the NYSE is expected to become
effective on the Effective Date and the dealings in the Invesco Ltd. shares
are expected to commence at 9:30 a.m. (New York time) and 2:30 p.m. (London
time) on the Effective Date.
Terms used in this announcement shall have the same meanings as set out
in the Scheme document dated 22 October 2007.
This announcement does not constitute or form part of any offer of or any
solicitation of an offer for sale of securities in the United States or
elsewhere. The securities of Invesco Ltd. have not been registered under the
US Securities Act, and may not be offered or sold in the United States or to
US persons absent registration or an applicable exemption from registration
UBS Limited is acting as financial adviser to INVESCO PLC and Invesco
Ltd. in connection with the Proposal and for no one other than INVESCO PLC or
Invesco Ltd. and will not be responsible to anyone other than INVESCO PLC or
Invesco Ltd. for providing the protections afforded to clients of UBS Limited
or for providing advice in relation to the Proposal or the contents of this
announcement. 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. Forward-looking statements are not guarantees of
performance. Although we make these statements based on assumptions believed
to be reasonable, there can be no assurance that actual results will not
materially differ from our expectations. We caution you not to rely unduly on
any forward-looking statements and urge you to carefully consider the risks
described in our most recent Annual Report on Form 20-F, as filed with the US
Securities and Exchange Commission. You may obtain this report from the SEC's
website at www.sec.gov.
Invesco is a leading independent global investment management company,
dedicated to helping people worldwide build their financial security. By
delivering the combined power of our distinctive worldwide investment
management capabilities, including AIM, Atlantic Trust, Invesco, Perpetual,
PowerShares, Trimark, and WL Ross, Invesco provides a comprehensive array of
enduring investment solutions for retail, institutional and high net worth
clients around the world. Operating in 20 countries, the company is currently
listed on the London Stock Exchange and the New York Stock Exchange under the
symbol IVZ. Additional information is available at www.invesco.com.
For further information:
For further information: Invesco PLC Michael Perman, +44 (0)20 7065 3942
or Doug Kidd, +1 404 479 2922 or Bill Hensel, +1 404 479 2886