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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
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
_______________
(Translation of registrant's name into English)
P.O. Box 42
Hexagon House
Blackley, Manchester
M9 8ZS
England
_______________
(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: Supplemental Amended and Restated Offer to Purchase and Consent
Solicitation Statement dated January 21, 2005.
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THIS SUPPLEMENTAL AMENDED AND RESTATED OFFER DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this
supplemental amended and restated offer document or the action you should take,
you are recommended to seek your own financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other independent financial
advisor authorized under the Financial Services and Markets Act 2000, or from
another appropriately authorized independent financial advisor.
SUPPLEMENTAL AMENDED AND RESTATED OFFER TO PURCHASE AND CONSENT SOLICITATION
STATEMENT (TO THE AMENDED AND RESTATED OFFER TO PURCHASE DATED JANUARY 18, 2005)
AVECIA GROUP plc
Supplemental Amended and Restated Offer to Purchase for Cash
Up to 77% (US$415,912,000) of the Aggregate Principal Amount of its
Outstanding 11% Senior Notes Due 2009
and
Solicitation of Consents for Amendments to the Related Indenture
This supplemental amended and restated offer to purchase (the
"Supplemental Amended and Restated Offer to Purchase") is supplemental to, and
should be read in conjunction with, the amended and restated offer to purchase
dated January 18, 2005 (the "Amended and Restated Offer to Purchase") issued by
Avecia Group plc (the "Company") in relation to its offer to purchase for cash
outstanding 11% Senior Notes due July 1, 2009 (the "Securities") and the related
consent solicitation (together, the "Amended Tender Offer") .
Terms defined in the Amended and Restated Offer to Purchase have the
same meaning in this Supplemental Amended and Restated Offer to Purchase.
In connection with its previously issued Amended and Restated Offer to
Purchase, the Company stated therein that it had not hedged, and was not
intending to hedge, the currency exchange risks it faced with regard to the
estimated Euro denominated proceeds from the consummation of the Transaction
vis-a-vis the repayment of its Pound Sterling denominated credit facilities or
its U.S. Dollar denominated Amended Tender Offer, as described under "Proceeds
Available for the Offer" in the Amended and Restated Offer to Purchase. The
Company hereby supplements the terms of the Amended Tender Offer so as to
provide that, following recent exchange rate movements, it has hedged both the
Euro/Pounds Sterling and Euro/U.S. dollar currency exchange risk from the
estimated proceeds from the consummation of the Transaction. As a result of
hedging, the Company will make available the full amount of U.S.$447,307,000 to
fund the Amended Tender Offer (such amount is made available upon the terms and
subject to the conditions of the Amended Tender Offer, as set forth in the
Amended and Restated Offer to Purchase) and, consequently, the Company will
solicit tenders for up to 77% (U.S.$415,912,000) aggregate principal amount of
outstanding Securities.
As a consequence of amending the Amended Tender 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 Tender 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 Securities. 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 decrease in the amount of aggregate principal amount of Securities
that the Company will tender for, referred to above, results in changes to the
Unaudited Pro Forma Consolidated Financial Statements of the Company that were
published in the Amended and Restated Offer to Purchase dated January 18, 2005.
The Unaudited Pro Forma Consolidated Financial Statements contained therein had
assumed that the Company would purchase up to 79% (US$426,900,000) principal
amount of Securities, leaving approximately US$113,100,000 aggregate principal
amount of Securities outstanding after the consummation of the Tender Offer. The
revised amount of Securities that the Company is able to tender for following
completion of the hedging arrangements referred to above is 77%
(U.S.$415,912,000) aggregate principal amount of outstanding Securities, leaving
approximately US$124,088,000 aggregate principal amount of Securities
outstanding after the consummation of the Amended Tender Offer. The consequent
revisions to the Unaudited Pro Forma Consolidated Financial Statements are
included in this Supplemental Amended and Restated Offer to Purchase.
Principal
Amount CUSIP ISIN
Title of Security Outstanding Number Number Common Code
- ----------------- -------------- ---------------------------- ------------ -----------
G9894BAA6 (Reg S Notes) USG9894BAA64 -
11% Senior Notes due July 1, 2009 US$540,000,000 988788AA3 (144A Notes) - 9875069
05354RAA9 (Registered Notes) US05354RAA95 010588502
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THE AMENDED TENDER OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
FEBRUARY 3, 2005 UNLESS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS
THE SAME MAY BE EXTENDED, THE "EXPIRATION TIME"). HOLDERS MUST TENDER THE
SECURITIES (AS DEFINED HEREIN) PRIOR TO THE EXPIRATION TIME TO BE ELIGIBLE TO
RECEIVE THE TENDER OFFER CONSIDERATION.
THE CONSENT PAYMENT DEADLINE (i.e., THE TIME BY WHICH HOLDERS MUST TENDER THE
SECURITIES IN ORDER TO BE ELIGIBLE TO RECEIVE THE TOTAL CONSIDERATION, A PORTION
OF WHICH WILL CONSTITUTE THE CONSENT PAYMENT) HAS BEEN EXTENDED BY THE COMPANY
AS A CONSEQUENCE OF AMENDING THE AMENDED TENDER OFFER AND WILL BE 5:00 P.M., NEW
YORK CITY TIME, ON JANUARY 25, 2005, UNLESS FURTHER EXTENDED OR EARLIER
TERMINATED.
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THIS SUPPLEMENTAL AMENDED AND RESTATED OFFER TO PURCHASE, THE AMENDED
AND RESTATED OFFER TO PURCHASE AND THE RELATED DOCUMENTS CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE A DECISION IS MADE WITH RESPECT TO THE
OFFER. THE OFFER IS SUBJECT TO A NUMBER OF IMPORTANT CONDITIONS DESCRIBED IN THE
AMENDED AND RESTATED OFFER TO PURCHASE.
IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE
HOLDING(S) OF SECURITIES, YOU SHOULD IMMEDIATELY FORWARD THIS SUPPLEMENTAL
AMENDED AND RESTATED OFFER TO PURCHASE AND THE AMENDED AND RESTATED OFFER TO
PURCHASE TO THE PURCHASER OR TRANSFEREE, OR TO THE BROKER, BANK OR OTHER AGENT
THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED, FOR TRANSMISSION TO THE
PURCHASER OR TRANSFEREE.
NEITHER THIS SUPPLEMENTAL AMENDED AND RESTATED OFFER TO PURCHASE, NOR
THE AMENDED AND RESTATED OFFER TO PURCHASE HAVE BEEN FILED WITH OR REVIEWED BY
ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY
COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR
ADEQUACY OF THE SUPPLEMENTAL AMENDED AND RESTATED OFFER TO PURCHASE OR THE
AMENDED AND RESTATED OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
The Dealer Manager for the Offer and the Solicitation Agent for the
Solicitation is:
Goldman, Sachs & Co.
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The date of this Supplemental Amended and Restated Offer to Purchase is
January 21, 2005
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited pro forma consolidated balance sheet of the
Company gives effect to the Transaction and the repayment of the term loan
facility and the revolving credit facility from the proceeds of the Transaction,
the disposal of the Company's interests in its former Additives business
(disposed of on January 31, 2004), Biocides business (disposed of on April 2,
2004) and Special Drug Mixtures business (disposed of on November 22, 2004), and
the consummation of the Offer (on the terms described below) in each case, as if
they had been consummated on September 30, 2004. The accompanying unaudited pro
forma consolidated profit and loss accounts and statement of cash flows of the
Company gives effect to the Transaction and the repayment of the term loan
facility and the revolving credit facility from the proceeds of the Transaction,
the disposal of the Company's interests in its former Additives business,
Biocides business and Special Drug Mixtures business and the consummation of the
Offer (on the terms described below) in each case, as if they had been
consummated on October 1, 2003. The accompanying unaudited pro forma
consolidated financial statements assume the Consent Payment is made with
respect to the outstanding Securities and that the Securities are acquired at a
price of US$1,062.50 per US$1,000.00 principal amount of Securities, leaving
approximately US$124,088,000 aggregate principal amount of Securities
outstanding after the consummation of the Offer. The pro forma financial
statements have been prepared in accordance with generally accepted accounting
standards in the United Kingdom. These accounting standards differ in certain
significant aspects from generally accepted accounting principles in the United
States.
The pro forma information is presented for illustrative purposes only
and it is not necessarily indicative of the operating results or financial
position that would have occurred if the Transaction and the Tender Offer had
been consummated as presented in the accompanying unaudited pro forma
consolidated financial statements, nor is it necessarily indicative of future
results of operations or the actual results of the Offer. The pro forma
adjustments and the assumptions on which they are based are described in the
accompanying notes to the Unaudited Pro Forma Consolidated Financial Statements.
These pro forma consolidated financial statements should be read in
conjunction with the Company's historical financial statements and the related
notes thereto that have been incorporated herein by reference.
2
Unaudited Pro Forma Consolidated Balance Sheet
Pro Forma
Historical Pro Forma September 30,
September 30, 2004 Adjustments 2004 Footnotes
------------------ --------------- --------------- ---------
(pound) million (pound) million (pound) million
Fixed assets
Tangible fixed assets 225.1 (54.1) 171.0 (1)
Intangible assets 220.4 (161.7) 58.7 (2)
Investments in joint ventures:
Goodwill on joint ventures 8.3 - 8.3
Share of gross assets 11.1 - 11.1
Share of gross liabilities (1.5) - (1.5)
------------ ------------ ------------
17.9 - 17.9
------------ ------------ ------------
Total fixed assets 463.4 (215.8) 247.6
Current assets
Stocks 54.6 (14.5) 40.1 (1)
Debtors 93.7 (42.1) 51.6 (1)
Investments 8.3 - 8.3
Cash at bank and in hand 3.6 - 3.6
------------ ------------ ------------
Total current assets 160.2 (56.6) 103.6
------------ ------------ ------------
------------ ------------ ------------
Total assets 623.6 (272.4) 351.2
------------ ------------ ------------
Current liabilities
External loans due within less - - -
than one year
Other creditors (73.5) 31.0 (42.5) (1)
------------ ------------ ------------
Total current liabilities (73.5) 31.0 (42.5)
------------ ------------ ------------
------------ ------------ ------------
Net current assets 86.7 (25.6) 61.1
------------ ------------ ------------
External loans due within more (362.0) 295.4 (66.6) (3)
than one year
Provisions for liabilities and (21.2) 4.2 (17.0) (1)
charges
Other creditors due within more (8.3) 0.3 (8.0)
than one year
------------ ------------ ------------
Net assets excluding pension 158.6 58.5 217.1
liability ------------ ------------ ------------
Pension liability (96.2) 17.2 (79.0) (1)
------------ ------------ ------------
Net assets including pension 62.4 75.7 138.1
liability ------------ ------------ ------------
Shareholders equity 22.3 75.7 98.0
Pay-in-kind 16% cumulative
redeemable preference shares 40.1 - 40.1
------------ ------------ ------------
Total 62.4 75.7 138.1
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3
Unaudited Pro Forma Consolidated Profit and Loss Accounts
Historical Pro Forma
12 months 12 months
ended ended
September 30, Pro Forma September 30,
2004 Adjustments 2004 Footnotes
--------------- --------------- --------------- -------------
(pound) million (pound) million (pound) million
Turnover, including share of joint 419.1 (234.4) 184.7 (4)
ventures
Less: share of joint ventures' (9.5) - (9.5)
turnover ------------ ------------ ------------
Group turnover 409.6 (234.4) 175.2
Operating costs (429.4) 198.7 (230.7) (4)
Exceptional operating costs (60.3) - (60.3) (5)
Other operating income 5.5 (1.3) 4.2 (6)
------------ ------------ ------------
Group operating (loss)/profit (74.6) (37.0) (111.6)
Share of operating profit of joint 0.9 - 0.9
ventures
Exceptional items 89.5 (89.5) - (7)
------------ ------------ ------------
Profit/(loss) on ordinary
activities before interest and 15.8 (126.5) (110.7)
taxation ------------ ------------ ------------
Interest received 34.3 (34.3) -
Interest paid (55.9) 48.0 (7.9) (8)
Other finance costs (2.1) - (2.1)
------------ ------------ ------------
Profit/(loss) on ordinary (7.9) (112.8) (120.7)
activities after taxation
Taxation on profit/(loss) on (0.7) 0.7 - (9)
ordinary activities
------------ ------------ ------------
Profit/(loss) on ordinary (8.6) (112.1) (120.7)
activities after taxation
Attributable to minority interests (6.5) - (6.5)
------------ ------------ ------------
Net profit/(loss) for the period (15.1) (112.1) (127.2)
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4
Unaudited Pro Forma Consolidated Statement of Cash Flows
Historical Pro Forma
12 months 12 months
ended ended
September 30, Pro Forma September 30,
2004 Adjustments 2004 Footnotes
--------------- --------------- ----------------- -------------
(pound) million (pound) million (pound) million
Operating (deficit)/profit before interest (74.6) (35.6) (110.2) (4)
Depreciation and amortization 87.5 (8.0) 79.5 (4)(10)
Decrease/(increase) in inventories (0.8) 0.5 (0.3) (4)
Decrease/(increase) in trade receivables (13.5) 7.0 (6.5) (4)
and other assets
(Decrease)/increase in accounts payable, (4)
accrued expenses and 11.1 (6.1) 5.0
trade provisions
Other cash and non-cash movements 1.3 1.3 2.6 (4)
------------ ------------ ------------
Net cash inflow from operating activities 11.0 (40.9) (29.9)
------------ ------------ ------------
Returns on investment and servicing of
finance
Dividends received from associates 3.1 - 3.1
Interest received 1.3 (1.3) -
Interest paid (41.0) 33.3 (7.7) (8)
------------ ------------ ------------
Net cash (outflow) from returns on
investment and servicing of finance (36.6) 32.0 (4.6)
------------ ------------ ------------
Taxation 0.3 - 0.3
Capital expenditure and financial investments
Cash expenditure on fixed assets (26.5) 8.1 (18.4) (4)
Disposals of fixed assets 5.1 (5.0) 0.1 (11)
------------ ------------ ------------
Net cash (outflow) from capital expenditure
and financial investments (21.4) 3.1 (18.3)
------------ ------------ ------------
Acquisitions and disposals
Payments in respect of acquisitions - - -
Disposals of other investments 171.8 (171.8) - (12)
Net cash disposed of (0.2) 0.2 -
------------ ------------ ------------
Net cash inflow from acquisitions and 171.6 (171.6) -
disposals ------------ ------------ ------------
Financing
Repayment of finance lease capital (0.9) - (0.9)
External loans repaid (126.2) 126.2 - (12)
------------ ------------ ------------
Net cash (outflow) from financing (127.1) 126.2 (0.9)
------------ ------------ ------------
------------ ------------ ------------
Net increase/(decrease) in cash (2.2) (51.2) (53.4)
============ ============ ============
5
FOOTNOTES
- ---------
(1) The pro forma adjustments eliminate balances relating to those
businesses which have been disposed of during the 12-months ended
September 30, 2004, namely the Additives business (disposed of on
January 31, 2004), the Biocides business (disposed of on April 2,
2004), Special Drug Mixtures (disposed of on November 22, 2004) and
the NeoResins business (to be disposed of pursuant to the
Transaction).
(2) The pro forma adjustment eliminates goodwill attributable to the
NeoResins and Special Drug Mixtures businesses.
(3) The pro forma adjustment reflects the repayment of the existing term
loan facility and revolving credit facility from the proceeds of the
Transaction and the purchase of approximately $415,912,000 of
Securities (representing approximately 77.0% of the outstanding
Securities) in connection with the Offer. The repayment amounts have
been calculated using a September 30, 2004 exchange rate of 1.81 for
the purchase of the Securities pursuant to the Offer.
(4) The pro forma adjustment eliminates trading results relating to those
businesses which have been disposed of during the 12-months ended
September 30, 2004, namely the Additives business (disposed of on
January 31, 2004), the Biocides business (disposed of on April 2,
2004), Special Drug Mixtures (disposed of on November 22, 2004) and
the NeoResins business (to be disposed of pursuant to the
Transaction).
(5) Exceptional operating costs include a charge of (pound)42.3 million
for the impairment of goodwill, intangible assets and tangible assets
and (pound)18.0 million for restructuring costs related to reductions
in headcount.
(6) The pro forma adjustment eliminates the profit arising from the
disposition of the Analytical Research Group on May 15, 2004 to
Intertek Caleb Brett.
(7) The pro forma adjustment eliminates the profit on disposal of the
Additives business (disposed of on January 31, 2004) and the Biocides
businesses (disposed of on April 2, 2004).
(8) The pro forma adjustment adjusts interest expense to reflect the
amount of interest that would have been charged to operations during
the 12-months ended September 30, 2004, assuming that the term loan
facility and revolving credit facility were repaid in full at the
beginning of such period and assuming approximately US$124,088,000 of
the Securities were outstanding for such period.
(9) The pro forma adjustment eliminates income tax expense for the
12-months ended September 30, 2004 related to the operations of the
NeoResins business.
(10) Historical and pro forma depreciation and amortization for the
12-months ended September 30, 2004 include a (pound)42.3 million
charge for the impairment of goodwill, intangible assets and tangible
assets.
(11) Disposal of fixed assets primarily represents proceeds from the
disposition of the Analytical Research Group on May 15, 2004 to
Intertek Caleb Brett during the 12-months ended September 30, 2004.
(12) The pro forma adjustment eliminates the proceeds from the disposal of
the Additives business (disposed of on January 31, 2004) and the
Biocides businesses (disposed of on April 2, 2004), and the repayment
of senior debt out of the proceeds of those dispositions.
6
INCORPORATION BY REFERENCE
In addition to the information the Company "incorporates by reference"
into the Amended and Restated Offer to Purchase, as set forth under
"Incorporation by Reference" therein, the Company also "incorporates by
reference" into the Amended and Restated Offer to Purchase the Report on Form
6-K filed with the Securities and Exchange Commission on January 21, 2005, which
report shall also be available, at no cost, from the Luxembourg Tender Agent,
Kredietbank S.A. Luxembourgeoise, at 43 Boulevard Royal, L-2955 Luxembourg,
Attn: Cecilia Guichart, Corporate Trust and Agencies Department,
+352 47 97 3935.
7
The Information Agent and Tender Agent for the Offer and the Solicitation is:
Global Bondholder Services Corporation
65 Broadway - Suite 704
New York, NY 10006
USA
Attention: Corporate Actions
Banks and Brokers call: +1 (212) 430 3774
Toll Free: +1 (866) 294 2200
By Facsimile
(for Eligible Institutions only):
(212) 430-3775
Confirmation:
(212) 430-3774
By Mail: By Overnight Courier: By Hand:
65 Broadway - Suite 704 65 Broadway - Suite 704 65 Broadway - Suite 704
New York, NY 10006 New York, NY 10006 New York, NY 10006
USA USA USA
The Luxembourg Agent for the Offer and the Solicitation is:
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L-2955
Luxembourg
Attention: Corporate Trust and Agencies
Telephone: +352 47 97 3935
By Facsimile: +352 4797 73951
Any questions or requests for assistance or for additional copies of this
Supplemental Amended and Restated Offer to Purchase, the Amended Offer to
Purchase or related documents may be directed to the Information Agent or the
Luxembourg Agent at their respective telephone numbers set forth above. A Holder
may also contact the Dealer Manager, Solicitation Agent and the Luxembourg Agent
at their respective telephone numbers set forth below or such Holder's broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
The Dealer Manager for the Offer and Solicitation Agent
for the Solicitation is:
Goldman, Sachs & Co.
Liability Management Group
29th Floor, 85 Broad Street
New York, NY 10004
USA
Toll Free: +1 (800) 828 3128
Collect: +1 (212) 357 3019
Attention: Credit Liability Management
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
-----------------------
Name: Derrick Nicholson
Title: Chief Financial Officer