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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
January 21, 2005
Avecia Group plc
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(Translation of registrant's name into English)
P.O. Box 42
Hexagon House
Blackley, Manchester
M9 8ZS
England
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(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F)
Form 20-F [X] Form 40-F [ ]
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____)
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____)
(Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.)
Yes [ ] No [ X ]
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ________)
Enclosure: Announcement dated January 21, 2005: Avecia Group plc Announces
Hedging Arrangements and Extension of Consent Payment and
Withdrawal Deadlines and Expiration Time Relating to its Amended
and Restated Offer to Purchase for Cash Outstanding 11% Senior
Notes due July 1, 2009
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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell any securities. The offer described below is made only pursuant to the
Amended and Restated Offer to Purchase (as defined below) in those jurisdictions
where the securities or other laws require the offer to be made on behalf of the
Company (as defined below) by the dealer manager or one or more brokers or
dealers licensed or registered under the laws of such jurisdiction. Bondholders
(as defined below) should seek advice from an independent financial adviser as
to whether they should tender Bonds.
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AVECIA GROUP PLC ANNOUNCES HEDGING ARRANGEMENTS AND EXTENSION OF
CONSENT PAYMENT AND WITHDRAWAL DEADLINES AND EXPIRATION TIME
RELATING TO ITS AMENDED AND RESTATED OFFER TO PURCHASE FOR CASH
OUTSTANDING 11% SENIOR NOTES DUE JULY 1, 2009
REG S NOTES (CUSIP G9894BAA6 AND ISIN USG9894BAA64), 144A NOTES (CUSIP 988788AA3
and COMMON CODE 9875069) REGISTERED NOTES (CUSIP 05354RAA9, ISIN US05354RAA95,
COMMON CODE 010588502)
JANUARY 21, 2005 - In connection with its previously announced cash tender offer
and solicitation of related consents (the "Amended Offer") relating to its
outstanding 11% Senior Notes due July 1, 2009 (the "Bonds") pursuant to an
Amended and Restated Offer to Purchase and Consent Solicitation Statement dated
January 18, 2005 (as supplemented on January 21, 2005, the "Amended and Restated
Offer to Purchase"), Avecia Group plc (the "Company") announces that it has
reached a further agreement with an unofficial committee (the "Committee") of
holders representing approximately 64% of its Bonds (the "Bondholders") to (A)
supplement the terms of the Amended Offer so as to permit hedging of the
proceeds from the sale of its NeoResins business (the "Transaction") in light of
recent exchange rate movements and (B) extend each of the Consent Payment
Deadline and the Withdrawal Deadline to 5:00 p.m., New York City time, on
January 25, 2005, and extend the Expiration Time to 12:00 Midnight on February
3, 2005.
The Lock-Up agreement between the Company and the Bondholders dated January 16,
2005 (the "Lock-Up Agreement") was amended on January 20, 2005 to memorialize
this agreement with the Committee (the "Amended Agreement").
All capitalized terms not defined herein have the meanings ascribed to them in
the Amended and Restated Offer to Purchase.
As a result of hedging the proceeds from the Transaction, the Company will make
available the full amount of U.S.$447,307,000 to fund the Amended Offer (such
amount is made available upon the terms and subject to the conditions of the
Amended Offer) and, consequently, the Company will solicit tenders for up to 77%
(U.S.$415,912,000) aggregate principal amount of outstanding Bonds.
As a consequence of amending the Amended Offer, each of the Consent Payment
Deadline and the Withdrawal Deadline has been extended by the Company to 5:00
p.m. New York City time, on January 25, 2005, unless further extended.
Also as a consequence of amending the Amended Offer, the Company has extended
the Expiration Time to 12:00 Midnight, New York City time, on February 3, 2005,
unless extended or earlier terminated by the Company by press release or notice
to the Tender
Agent in the manner provided in the Amended and Restated Offer to Purchase. If
the Amended Offer is consummated, the Settlement Date will be on a date promptly
after the acceptance by the Company of tendered Bonds. On the basis of this
extension to the Expiration Time, the Company now expects the Settlement Date
(subject to any extension thereof) to be February 8, 2005.
The Company today issued a supplement (dated January 21, 2005) to the Amended
and Restated Offer to Purchase to reflect the terms of the amendments to the
Amended Offer agreed with the Committee. The Amended Offer is being made solely
pursuant to the Amended and Restated Offer to Purchase, as supplemented, which,
among other things, (a) more fully sets forth and governs the terms and
conditions of the Amended Offer, (b) contains additional information about the
terms of the Amended Offer, (c) sets forth how to tender Bonds and deliver
Consents and (d) contains the conditions to the Amended Offer.
Bonds tendered and Consents delivered to date pursuant to the terms of the
Amended and Restated Offer to Purchase will remain valid for the purposes of the
Amended Offer, unless withdrawn in accordance with the terms of the Amended and
Restated Offer to Purchase, as supplemented.
The Amended and Restated Offer to Purchase, as supplemented, contains important
information that should be read carefully before any decision is made with
respect to the Amended Offer. In deciding whether to participate in the Amended
Offer, each holder should carefully consider the factors set forth under "Risks
to Non-Tendering Holders" and "Risks to Tendering Holders" in the Amended and
Restated Offer to Purchase, as supplemented.
Goldman, Sachs & Co. is acting as the exclusive dealer manager for the Amended
Offer. The tender agent for the Amended Offer is Bondholder Services Corporation
and the Luxembourg tender agent for the Amended Offer is Kredietbank S.A.
Luxembourgeoise (together, the "Tender Agents").
Copies of the Supplement to the Amended and Restated Offer to Purchase (dated
January 21, 2005), as well as copies of the Amended and Restated Offer to
Purchase, can be obtained (as well as information about the terms of the Amended
Offer, how to tender Bonds and the conditions to the Amended Offer) by
contacting Goldman, Sachs & Co. at 85 Broad Street, New York, New York 10004,
Attn: Liability Management Group on (212) 357 3019. Copies of the Supplement to
the Amended and Restated Offer to Purchase (dated January 21, 2005), as well as
copies of the Amended and Restated Offer to Purchase, (as well as information
about the terms of the Amended Offer, how to tender Bonds and the conditions to
the Amended Offer) may also be obtained from the Tender Agents, Global
Bondholder Services Corporation, at 65 Broad Street - Suite 704, New York, New
York 10006, Attn: Corporate Actions on (212) 430 3774 or Kredietbank S.A.
Luxembourgeoise, at 43 Boulevard Royal, L-2955 Luxembourg, Attn: Cecilia
Guichart, Corporate Trust and Agencies Department, +352 47 97 39 35.
This announcement does not constitute a recommendation regarding the Amended
Offer. Bondholders should seek advice from an independent financial adviser as
to the suitability of the transactions described herein for the individual
concerned.
UNDER NO CIRCUMSTANCES SHALL THIS NOTICE CONSTITUTE AN INVITATION OR OFFER TO
SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY THE BONDS.
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THIS COMMUNICATION IS ONLY FOR CIRCULATION TO BONDHOLDERS AND TO OTHER PERSONS
TO WHOM IT MAY LAWFULLY BE ISSUED IN ACCORDANCE WITH THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001, ANY SUCH PERSON BEING A
"RELEVANT PERSON". THIS COMMUNICATION MAY NOT BE ACTED UPON BY ANYONE WHO IS NOT
A RELEVANT PERSON.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Avecia Group plc
Date: January 21, 2005 By: /s/ Derrick Nicholson
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Name: Derrick Nicholson
Title: Chief Financial Officer