SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
January 26, 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 whether the registrant by furnishing the information
contained in this Form 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: Press Release
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 26, 2005 By: Derrick Nicholson
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Name: Derrick Nicholson
Title: Finance Director
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. Holders of
Bonds (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 EXPIRATION OF THE
CONSENT SOLICITATION AND AMENDMENT OF
THE INDENTURE GOVERNING ITS 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 26, 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
received duly executed consents from holders of 97.54% ($526,699,000) in
principal amount of its Bonds. Adoption of the proposed amendments to the
indenture governing the Bonds required the consent of the holders of at least a
majority of the principal amount of outstanding Bonds. The consent solicitation
deadline expired yesterday, January 25, 2005, at 5:00 p.m., New York City time.
All capitalized terms not defined herein have the meanings ascribed to them in
the Amended and Restated Offer to Purchase.
Since the Company has received the consent of the requisite aggregate principal
amount of Bonds outstanding, it intends to promptly cause the execution of the
supplemental indenture reflecting the proposed amendments whereupon they will
become operative. If the Amended Offer is terminated or withdrawn, the Bonds are
not accepted for payment or the conditions to the Amended Offer are not
satisfied or waived, the original terms of the indenture will be reinstated.
Holders of untendered Bonds will be bound by the amendments if and when they
become operative.
As previously announced, the tender offer will expire at 12:00 midnight, New
York City time, on February 3, 2005 (the "Expiration Time"), subject to the
Company's option to extend the Expiration Time. Tenders of Notes made prior to
today's consent time may no longer be withdrawn except in limited circumstances.
Holders of Notes tendered after yesterday's consent solicitation deadline will
not be entitled to the consent payment of US$10.00 per US$1,000.00 aggregate
principal amount of Bonds.
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. The Amended Offer remains subject to a number of
conditions which are set forth in the Amended and
Restated Offer to Purchase. 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.
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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