TORONTO, October 22 /CNW/ - INVESCO Inc. (TSX:IVZ) today announced that
it will redeem all of its outstanding exchangeable shares on December 3, 2007.
This action will occur in connection with the recently announced decision of
INVESCO Inc.'s ultimate parent company, INVESCO PLC (NYSE: IVZ) (LSE:IVZ), to
move its primary stock listing to the New York Stock Exchange and to
reorganize pursuant to a Scheme of Arrangement to be approved by INVESCO
shareholders and the U.K. court.
Exchangeable shares of INVESCO Inc., which trade on the Toronto Stock
Exchange, are currently exchangeable, at any time at the option of the holder,
on a one-for-one basis for INVESCO PLC ordinary shares. On the redemption
date, each exchangeable share will be purchased by an affiliate of INVESCO
Inc. in consideration for one ordinary share of INVESCO PLC.
The purchase of the exchangeable shares is subject to the approval by
INVESCO shareholders and the U.K. court of the Scheme of Arrangement whereby
INVESCO PLC will become a subsidiary of Invesco Ltd., a newly formed Bermuda
company. As a consequence of the Scheme of Arrangement, INVESCO PLC
shareholders will have their ordinary shares in INVESCO PLC replaced, on a
one-for-one basis, with common shares of Invesco Ltd. In addition, following
the Scheme of Arrangement, Invesco Ltd. will implement a share capital
consolidation on a two-for-one basis such that holders of Invesco Ltd. common
shares will receive one common share for every two common shares of Invesco
Ltd. held. The Scheme of Arrangement is expected to be completed on December
4, 2007. Following the Scheme, Invesco Ltd. common shares are expected to
trade on the New York Stock Exchange.
Currently, INVESCO Inc. exchangeable shareholders have economically
equivalent rights in INVESCO PLC ordinary shares. However, following the
effective time of the Scheme of Arrangement, applicable U.S. securities laws
will limit the ability of Invesco Ltd. to issue its common shares to holders
of exchangeable shares until at least the second quarter of 2008. As a result,
it is not reasonably practicable to substantially replicate the terms and
conditions of the exchangeable shares in connection with the Scheme of
Arrangement. Therefore, the board of directors of INVESCO Inc. has determined
that it is necessary to redeem all of the outstanding exchangeable shares
prior to the effective time of the Scheme of Arrangement, in accordance with
applicable terms of the exchangeable shares.
As a result, following the transactions described above, exchangeable
shareholders will ultimately receive one Invesco Ltd. common share for each
two INVESCO Inc. exchangeable shares held on December 3, 2007.
The purchase of the INVESCO Inc. exchangeable shares will not affect
holders of ordinary shares of INVESCO PLC trading on the London Stock Exchange
or American Depositary Shares trading on the New York Stock Exchange.
A circular containing the full details of the proposals to be put before
shareholders at the Extraordinary General Meeting will be sent to holders of
INVESCO Ordinary Shares and American Depositary Shares and holders of
Exchangeable Shares on or about October 22, 2007.
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 our retail, institutional and private wealth clients
around the world. For more information go to 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
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
For further information:
For further information: INVESCO Inc. Media Relations: Bill Hensel, +1
404 479-2922 Director, Media Relations or Investor Relations: Aaron Uhde, +1
404 479-2956 Head of Investor Relations