Enodis tenders for 10 3/8% notes

New York, May 17 - Enodis plc said it has begun a cash tender offer for its £100 million 10 3/8% senior notes due 2012.

The London-based maker of commercial food preparation equipment is also soliciting consents to amend the note indenture to eliminate substantially all of the restrictive covenants, certain events of default and certain additional covenants and rights.

Enodis said the tender is part of a capital restructuring intended to allow it to resume paying dividends and end its requirement to report to the Securities and Exchange Commission.

The restructuring is also intended to simplify the company's debt financing, reduce its interest and compliance costs and to free up management time to focus on growth.

Funding for the tender will come from borrowings on the company's credit facility, which has been increased to $400 million from $225 million at the same pricing and covenants.

For each £1,000 principal amount of notes, Enodis is offering the present value on the payment date of all future cash flows to April 15, 2007, based on the assumption that the notes will be redeemed at £1,051.88 per £1,000 principal amount on April 15, 2007 using a yield to April 15, 2007 equal to 50 basis points over the yield to maturity of the U.K. Treasury 4.50% Gilt due March 7, 2007 as of 9 a.m. ET on the second business day before the expiration date. The total includes a £30 per £1,000 consent payment which will only be paid to holders who tender with consents by the consent deadline of 11 a.m. ET on June 1. If Enodis does not receive consents from holders of a majority of the notes, the consent deadline will be extended until the response reaches that threshold.

Enodis will also pay accrued interest up to but excluding the payment date.

The tender ends at 11 a.m. ET on June 15.

The offer is also subject to the company receiving sufficient funding.

Credit Suisse First Boston (Europe) Ltd. is dealer manager (+44 (0)20 7888 4225 or 212 325-7596). Bank of New York or Bank of New York (Luxembourg) SA is tender agent (+44 (0)20 7570 1784).

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