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Monday, December 03, 2007|
INVESCO 'Scheme' Gets High Court Nod
INVESCO's plans to move its listing from the London Stock Exchange to the NYSE has been approved by the High Court of Justice (Chancery Division). The company's plans to change its domicile to Bermuda have also been given the green light.
INVESCO PLC (NYSE:IVZ - News) (LSE:IVZ - News) (TSX:IVZ - News) (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 requirements.
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.
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