<PAGE> 1
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
For the month of OCTOBER, 2000
-------------
AMVESCAP PLC
-----------------------------------------------
(Translation of registrant's name into English)
11 DEVONSHIRE SQUARE, LONDON EC2M 4YR, ENGLAND
----------------------------------------------
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
------- -------
[Indicate by check mark whether 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- N/A
------------
Description of document filed: AMVESCAP PLC REPORTS RESULTS FOR THREE
---------------------------------------
MONTHS ENDED 30 SEPTEMBER 2000
------------------------------
<PAGE> 2
AMVESCAP PLC
827394
RELEASE 19TH OCTOBER 2000
EMBARGOED 12 NOON
PLEASE CONFIRM RELEASE
MICHAEL PERMAN TEL: 0171-454 3942
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA OR JAPAN
AMVESCAP PLC ("AMVESCAP") ANNOUNCES
RECOMMENDED CASH AND SHARE OFFER FOR PERPETUAL PLC ("PERPETUAL") AND
RECORD THIRD QUARTER RESULTS
FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2000
o The boards of AMVESCAP and Perpetual announce the terms of a recommended cash
and share offer, to be made by Schroder Salomon Smith Barney on behalf of
AMVESCAP, for the whole of the issued and to be issued share capital of
Perpetual.
o The Offer will be two new AMVESCAP Shares and (pound)10 in cash for every
Perpetual Share, valuing each Perpetual Share at approximately (pound)35.80
and the existing issued share capital of Perpetual at approximately
(pound)1.05 billion (US$1.5 billion), based on the closing middle market
quotation of an AMVESCAP Share at the close of business on 18 October 2000.
o Perpetual has today declared a second interim dividend of 43 pence (net) per
Perpetual Share.
o The acquisition of Perpetual is in line with AMVESCAP's stated strategy to
secure a leading position in the world's major investment markets.
o At 30 September 2000 Perpetual had (pound)11.8 billion funds under management
invested through a range of savings and investment products, including unit
trusts, investment trusts and pensions. Perpetual employs approximately 800
staff.
o Following the transaction, AMVESCAP will have funds under management of
US$431.8 billion ((pound)291.8 billion) as of 30 September 2000, and will be
the second largest provider of UK unit trusts.
o AMVESCAP has received irrevocable undertakings to accept the Offer in respect
of approximately 42 per cent. of the issued share capital of Perpetual.
o It is anticipated that the acquisition of Perpetual will be accretive to
earnings in the first year of operations.*
* Nothing in this announcement should be construed as a profit forecast or be
interpreted to mean that the future earnings per share of the enlarged AMVESCAP
Group will necessarily be greater than the historic published earnings per
share of AMVESCAP.
<PAGE> 3
Commenting on the Offer, Charles W. Brady, Executive Chairman of AMVESCAP,
noted:
"With this transaction, we have achieved our strategic objective of gaining a
leading position in the UK retail market place. The combination of Perpetual,
one of the largest and most respected retail fund managers in the UK, with
INVESCO's rapidly growing UK business creates a market leader with the scale,
range of products and depth of resources to succeed in this growing dynamic
market."
Martyn Arbib, Chairman of Perpetual, added:
"Through this exciting combination, Perpetual is delighted to be able to offer
our clients access to AMVESCAP's global product range, resources and strong
distribution capabilities. Our employees will benefit from the considerable
career opportunities which exist by joining one of the world's leading
independent investment management companies."
Hugh Ward, Chief Executive Officer of INVESCO UK Division, commenting on the
impact of this transaction on the UK retail mutual fund market, stated:
"This transaction gives us the scale and resources to sustain industry leading
investment management, brand and customer service capabilities. Perpetual has a
well deserved reputation for excellent client service and its Henley facilities
will provide the operational capacity our expansion requires."
At the same time, AMVESCAP announces record earnings for the third quarter and
nine months ended 30 September 2000.
RESULTS FOR THREE MONTHS ENDED
<TABLE>
<CAPTION>
30 SEPT 30 Sept 30 SEPT 30 Sept
2000+ 1999+ 2000 1999
------- ------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $660.1M $456.4m (POUND)446.0M (pound)276.6m
Profit before tax, $235.9M $141.7m (POUND)159.4M (pound) 85.9m
exceptional item and
goodwill amortisation
Earnings per share before
exceptional
item and goodwill
amortisation
--basic $ .47* $ .30* 16.0P 9.1p
--diluted $ .44* $ .29* 15.0P 8.7p
Earnings per share
--basic $ .33* $ .25* 11.2P 7.6p
--diluted $ .32* $ .24* 10.7P 7.3p
</TABLE>
* Per American Depositary Share, equivalent to 2 ordinary shares.
+ For the convenience of the reader, pounds sterling for the period
ended 30 September 2000 have been translated to US dollars using $1.48
per (pound)1.00 (1999: $1.65 per (pound)1.00).
<PAGE> 4
Highlights for the nine months ended 30 September 2000 included:
o Revenues -(pound)1,200.2 million;
o Profit before tax, exceptional item and goodwill amortisation - (pound)415.0
million, up 79 per cent.;
o Diluted earnings per share before exceptional item and goodwill amortisation -
40.7p, up 73 per cent.;
o Funds under management (as of 30 September 2000) - $414.4 billion.
"The results for the third quarter reflect the continued momentum we see in our
businesses around the world, even during a period of extreme market
volatility," noted AMVESCAP Executive Chairman, Charles W. Brady. "Excellent
investment performance and superior customer service have produced, once again,
record growth sales for our Group."
A press conference and an analyst presentation will be held at The City
Presentation Centre, Chiswell Street, London at 1:30pm and 2:30pm respectively.
For further information, please contact The Maitland Consultancy on 020 7379
5151.
AMVESCAP is being advised by Schroder Salomon Smith Barney and De Guardiola
Advisors.
Perpetual is being advised by Merrill Lynch and Cazenove.
This summary should be read in conjunction with the attached press
announcement.
PRESS ENQUIRIES:
AMVESCAP 020 7379 5151/
Doug Kidd, Managing Director - Corporate Communications 020 7626 3434
Schroder Salomon Smith Barney, which is regulated by The Securities and Futures
Authority Limited, is acting for AMVESCAP in connection with the Offer and
no-one else and will not be responsible to anyone other than AMVESCAP for
providing the protections afforded to customers of Schroder Salomon Smith
Barney, or for providing advice in relation to the Offer.
De Guardiola Advisors is acting for AMVESCAP in connection with the Offer and
no-one else and will not be responsible to anyone other than AMVESCAP for
providing advice in relation to the Offer.
Merrill Lynch, which is regulated by The Securities and Futures Authority
Limited, is acting for Perpetual in connection with the Offer and no-one else
and will not be responsible to anyone other than Perpetual for providing the
protections afforded to customers of Merrill Lynch, or for providing advice in
relation to the Offer.
Cazenove, who are regulated by The Securities and Futures Authority Limited,
are acting for Perpetual in connection with the Offer and no-one else and will
not be responsible to anyone other than Perpetual for providing the protections
afforded to customers of Cazenove, or for providing advice in relation to the
Offer.
<PAGE> 5
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA OR JAPAN
AMVESCAP PLC ("AMVESCAP") ANNOUNCES
RECOMMENDED CASH AND SHARE OFFER FOR PERPETUAL PLC ("PERPETUAL") AND
RECORD THIRD QUARTER RESULTS
FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2000
1. INTRODUCTION
The boards of AMVESCAP and Perpetual announce that they have reached agreement
on the terms of a recommended cash and share offer, to be made by Schroder
Salomon Smith Barney on behalf of AMVESCAP, for the whole of the issued and to
be issued share capital of Perpetual.
The transaction combines the rapidly growing AMVESCAP business in the UK with
Perpetual, one of the UK's most respected retail fund managers with funds under
management of (pound)11.8 billion as of 30 September 2000, to create a leading
player in one of the world's major investment markets.
The Offer will be two new AMVESCAP Shares and (pound)10 in cash for every
Perpetual Share, valuing each Perpetual Share at approximately (pound)35.80 and
the existing issued share capital of Perpetual at approximately (pound)1.05
billion (US$1.5 billion), based on the closing middle market quotation of an
AMVESCAP Share at the close of business on 18 October 2000.
Perpetual has today declared a second interim dividend of 43 pence (net) per
Perpetual Share.
The new AMVESCAP Shares will be issued credited as fully paid and free from all
liens, equities, charges, encumbrances and other interests, and will rank pari
passu in all respects with existing AMVESCAP Shares.
Irrevocable undertakings to accept the Offer have been received, representing
approximately 42 per cent. of Perpetual's issued share capital.
2. THE OFFER
The Offer will be made on the following basis:
FOR EACH PERPETUAL SHARE TWO NEW AMVESCAP SHARES AND
(POUND)10 IN CASH
The Perpetual Shares will be acquired by AMVESCAP fully paid together with all
rights now or hereafter attaching to them, and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and other interests,
other than the second interim dividend of 43 pence (net) per Perpetual Share in
respect of the year ended 30 September 2000, declared on 19 October 2000.
The Offer will be subject to the conditions and certain further terms set out
in this announcement and in Appendix I and to the terms which will be set out
in the Offer Document and related Form of Acceptance.
<PAGE> 6
3. BACKGROUND TO AND REASONS FOR THE OFFER
AMVESCAP believes that the transaction creates a leading player in the UK
retail market, with a powerful platform for growth.
The UK is a key investment market offering strong growth prospects for asset
managers with the size and range of products necessary to succeed. The
combination of Perpetual, one of the largest and most respected retail fund
managers with INVESCO will have the scale and depth of resource to sustain
industry leading investment management, brand and customer service
capabilities.
Perpetual's Henley facilities provide the additional operational capacity
required by INVESCO's rapidly growing UK business.
4. FINANCIAL EFFECTS ON AMVESCAP
It is anticipated that the acquisition of Perpetual will be accretive to
earnings in the first year of operations.*
* Nothing in this announcement should be construed as a profit forecast or be
interpreted to mean that the future earnings per share of the enlarged AMVESCAP
Group will necessarily be greater than the historic published earnings per
share of AMVESCAP.
5. IRREVOCABLE UNDERTAKINGS TO ACCEPT THE OFFER
Irrevocable undertakings to accept the Offer have been received from:
o All of the directors of Perpetual who hold Perpetual Shares in respect of
4,104,757 Perpetual Shares in aggregate; and
o The trustees of the Martyn Arbib 1979 Settlement in respect of 8,236,762
Perpetual Shares in aggregate.
These represent approximately 42 per cent. of Perpetual's issued share capital.
The irrevocable undertakings will continue to be binding in the event that a
competing offer is made for Perpetual.
6. FINANCING
The cash element of the Offer is to be financed from the cash resources and
existing committed debt facilities of AMVESCAP.
7. INFORMATION ON AMVESCAP
AMVESCAP is one of the world's largest independent investment management
complexes, with US$414.4 billion of assets under management at 30 September
2000, operating under the AIM and INVESCO brand names. AMVESCAP provides its
clients with a broad array of domestic, foreign and global investment products
and has a significant presence in the institutional and retail segments of the
investment management industry in North America, Europe and Asia. AMVESCAP's
business is focused entirely on investment management. AMVESCAP is organised
into four operating groups:
o Managed Products Group which manages and distributes the AIM and INVESCO
families of funds in North America;
<PAGE> 7
o U.S. Institutional Group which manages portfolios for institutional investors
in the United States;
o Global Group which conducts operations outside North America, including retail
and institutional investment management and related marketing activities
primarily in Europe and Asia; and
o Retirement and Benefit Services Group which develops, markets, manages and
provides administrative and related services to defined contribution plans,
such as 401(k) plans, and related retirement products throughout the world.
For the year ending 31 December 1999, AMVESCAP plc recorded revenue
of(pound)1,072.4 million (1998:(pound)802.2 million) and operating profit
of(pound)316.0 million (1998:(pound)187.5 million).
Today AMVESCAP announced record third quarter results for the period ending 30
September 2000, showing profit before tax, exceptional item and goodwill
amortisation of (pound)159.4 million ($235.9 million) compared to (pound)85.9
million ($141.7 million) for third quarter of 1999, an increase of 86 per cent.
Diluted earnings per share before exceptional item and goodwill amortisation
amounted to 15.0p for the 2000 period (1999: 8.7p), an increase of 72 per cent.
Revenues increased by 61 per cent to (pound)446.0 million ($660.1 million) from
(pound)276.6 million ($456.4 million) in 1999.
8. INFORMATION ON PERPETUAL
At 30 September 2000, Perpetual had (pound)11.8 billion assets under management
invested through a range of savings and investment products, which include unit
trusts, investment trusts and pensions. Perpetual also offers its unit trusts
and investment trusts tax-efficiently both through Individual Savings Accounts
(ISAs), and through transferring existing general Personal Equity Plans (PEPs)
to Perpetual funds.
For the year ending 30 September 1999, Perpetual recorded turnover of
(pound)1,095.1 million (1998: (pound)1,482.3 million), representing aggregate
sales less discounts given to third parties of units in the Trust Funds under
Perpetual's management. For the same period, Perpetual recorded net sales of
(pound)114.6 million (1998: (pound)112.0 million), representing the sum of
gross profit, management fees and other operating income, and operating profit
of (pound)58.6 million (1998: (pound)64.5 million).
Perpetual recorded turnover of(pound)550.8 million (1999:(pound)621.6 million)
for the six months ended 31 March 2000. Operating profit for the period
amounted to(pound)30.6 million (1999:(pound)25.4 million).
For the calendar year to date, the company has experienced improved investment
performance. The range of UK funds has performed strongly with the key PEP/ISA
funds achieving top quartile performance against relative peer groups, while
other elements of the fund range have generated around average returns.
Since the company's interim announcement, unit trust and ISA sales have
maintained their volume levels, while redemptions - reflecting the return to
above median investment performance - have declined relative to the
<PAGE> 8
prior six month period.
9. THE LOAN NOTE ALTERNATIVE
Subject to receiving all necessary consents and waivers, which AMVESCAP is
using all reasonable endeavours to obtain as soon as practicable, AMVESCAP will
make available a Loan Note Alternative pursuant to which Perpetual Shareholders
who validly accept the Offer could elect to receive Loan Notes to be issued by
AMVESCAP instead of some or all of the cash consideration which would otherwise
be receivable under the Offer on the following basis:
FOR EVERY (POUND)1 OF CASH CONSIDERATION (POUND)1 NOMINAL OF LOAN NOTES
The Loan Note Alternative, if made available, would be conditional upon the
Offer becoming or being declared unconditional in all respects and would remain
open for so long as the Offer remains open for acceptance. Further details of
the proposed Loan Notes are set out in Appendix II and will be set out in full
in the Offer Document.
10. RECOMMENDATION
The directors of Perpetual, who have been so advised by Merrill Lynch and
Cazenove, consider the terms of the Offer to be fair and reasonable. In
providing their advice, Merrill Lynch and Cazenove have taken into account the
Perpetual directors' commercial assessments. Accordingly, the directors of
Perpetual unanimously recommend Perpetual Shareholders to accept the Offer, as
they have irrevocably undertaken to do in respect of their own beneficial
holdings, amounting, in aggregate, to 4,104,757 Perpetual Shares, representing
14 per cent. of Perpetual's existing issued share capital.
11. MANAGEMENT AND EMPLOYEES
AMVESCAP has given assurances to the directors of Perpetual that the existing
employment rights, including pension rights, of the management and employees of
Perpetual will be fully safeguarded.
12. PERPETUAL SHARE OPTION SCHEMES
The Offer will extend to Perpetual Shares issued or unconditionally allotted
upon the exercise of options under the Perpetual Share Option Schemes whilst
the Offer remains open for acceptance or by such earlier date as AMVESCAP may
decide, not being earlier than the date on which the Offer becomes
unconditional as to acceptances, or if later, the first closing date of the
Offer.
To the extent that such options are not exercised, appropriate proposals will
be made in due course to Perpetual Option Holders to take effect once the Offer
becomes or is declared unconditional in all respects.
13. GENERAL
The Offer Document containing the full terms and conditions of the Offer will
be despatched to Perpetual Shareholders as soon as practicable.
<PAGE> 9
Neither AMVESCAP, nor any of its directors, own or control any Perpetual Shares
or has options to acquire any Perpetual Shares. For reasons of confidentiality,
it has not been possible to complete enquiries for persons acting in concert.
If sufficient acceptances are received, AMVESCAP intends to apply the
provisions of Section 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily any outstanding Perpetual Shares to which the Offer relates and to
apply in due course for the cancellation of Perpetual's listing on the London
Stock Exchange.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements. This announcement does not constitute an offer or an
invitation to purchase any securities.
If made available, the Loan Notes would not be registered under the US
Securities Act or any state securities laws or any relevant securities laws of
Canada. Further, no prospectus in relation to the Loan Notes would be lodged
with or registered by the Australian Securities and Investments Commission nor
would any steps be taken to enable the Loan Notes to be offered in Japan in
compliance with applicable securities laws of Japan. Accordingly, subject to
certain exceptions and the necessary consents and waivers being obtained, the
Loan Notes would not be offered, sold or delivered, directly or indirectly, in
or into the United States, Canada, Australia or Japan.
This announcement does not constitute an offer or an invitation to purchase any
securities. The new AMVESCAP Shares to be issued pursuant to the Offer have not
been and will not be registered under the Securities Act nor under the
securities laws of any state of the United States. In addition, no steps have
been taken, nor will any be taken, to enable the new AMVESCAP Shares to be
offered in compliance with the applicable securities laws of Canada or Japan
and no prospectus in relation to the new AMVESCAP Shares has been, or will be,
lodged with or registered by the Australian Securities and Investments
Commission. Accordingly, the new AMVESCAP Shares may not be offered, sold,
transferred, resold, delivered or distributed, directly or indirectly, in or
into the United States, Canada, Japan or Australia (except in transactions
exempt from or not subject to the registration requirements of the relevant
securities laws of the United States, Canada, Japan or Australia).
14. SETTLEMENT, LISTING AND DEALING
Application will be made to the UK Listing Authority for the new AMVESCAP
Shares to be admitted to the Official List, and to the London Stock Exchange
for the new AMVESCAP Shares to be admitted to trading on its market for listed
securities.
No certificates for new AMVESCAP Shares will be issued in respect of the
entitlements of Perpetual Shareholders who hold their Perpetual Shares in
CREST, settlement for which will be made through the applicable CREST
procedures. Certificates for new AMVESCAP Shares to be held in certificated
form will be despatched no later than 14 days after the offer becomes
unconditional in all respects.
<PAGE> 10
Further details on settlement, listing and dealing will be included in the
documents to be sent to Perpetual Shareholders.
15. THIRD QUARTER RESULTS FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2000
AMVESCAP reported that profit before tax, exceptional item and goodwill
amortisation for the three months ended 30 September 2000 amounted to
(pound)159.4 million ($235.9 million) compared to (pound)85.9 million ($141.7
million) for third quarter of 1999, an increase of 86%. Diluted earnings per
share before exceptional item and goodwill amortisation amounted to 15.0p for
the 2000 period (1999: 8.7p), an increase of 72%. Revenues increased to
(pound)446.0 million ($660.1 million) from (pound)276.6 million ($456.4
million) in 1999.
Profit before tax, exceptional item and goodwill amortisation increased by 79%
during the nine month period of 2000 to (pound)415.0 million ($614.2 million)
from (pound)231.8 million in 1999. Diluted earnings per share before
exceptional item and goodwill amortisation amounted to 40.7p (1999: 23.5p) for
the nine months ended 30 September 2000, an increase of 73%. Revenues for the
nine months ended 30 September 2000 amounted to (pound)1,200.2 million
($1,776.3 million) compared to (pound)776.7 million ($1,281.6 million) for the
corresponding period of 1999.
The Company completed its acquisition of Trimark Financial Corporation on 1
August 2000. The 2000 results include the Trimark business from 1 August 2000.
The consideration for this acquisition amounted to approximately (pound)1.2
billion, including transaction costs, and was satisfied by the payment of
(pound)332 million in cash, the issuance of 26.4 million ordinary shares or
shares exchangeable for ordinary shares and (pound)576 million in Equity
Subordinated Debentures (ESD's).
"The Trimark acquisition has added significantly to our competitive position in
Canada, one of the world's largest mutual fund marketplaces," noted Mr. Brady.
"We have strengthened further our position as a global investment management
company with this transaction."
Trimark is being integrated with the existing AIM business in Canada. This
integration process involves combining office locations, consolidating back
office and administration activities and processes and bringing technology onto
common platforms.
The cost of the Trimark integration process ((pound)20.3 million) coupled with
personnel-related restructuring charges for the US Institutional business
((pound)6.5 million) have been reflected as an exceptional item in the third
quarter of 2000.
Earnings before interest, taxes, amortisation and depreciation and exceptional
item reached (pound)189.6 million ($280.6 million) and (pound)488.6 million
($723.1 million) for the third quarter and nine months ended 30 September 2000.
Funds under management totalled $414.4 billion ((pound)280.0 billion) at 30
September 2000, an increase of $25.4 billion or 7% for the third quarter of
2000. Trimark funds under management were $16.7 billion at date of acquisition.
Average funds under management during the third quarter were $406.2 billion
compared to $379.6 billion for the preceding quarter. Net
<PAGE> 11
new business amounted to $6.2 billion and $30.3 billion for the third quarter
and nine months ended 30 September 2000. Average funds under management for the
nine months ended 30 September 2000 were $385.5 billion, an increase of $100.1
billion over the average funds in the 1999 period.
Net debt at 30 September 2000 amounted to (pound)668.8 million ($989.8 million)
(excluding client cash). Excluding the effects of the Trimark acquisition, net
debt has declined by (pound)74.2 million from the end of 1999. A total of
(pound)352.6 million ESD's were converted into 32.4 million ordinary or
exchangeable shares during the quarter.
AMVESCAP has announced plans to change its ratio to two (2) ordinary shares
("shares of common stock") for every one (1) American Depositary Share ("ADS").
The old ratio was five (5) shares of common stock for every one ADS. To effect
this change in ratio, ADS holders will receive one and one-half (1 1/2)
additional ADS for every existing ADS held by holders of record on November 6,
2000. Existing ADSs will continue to be valid and will not have to be exchanged
for new ADSs. Cash will be paid in lieu of fractional ADSs.
AMVESCAP is one of the world's largest independent investment managers,
operating under the AIM and INVESCO brand names. AMVESCAP is a holding company
offering a broad array of investment products and services to institutions and
individuals across all distribution channels. The Company is listed on the
London, New York, Paris and Toronto Stock Exchanges with the symbol "AVZ."
<PAGE> 12
AMVESCAP PLC
GROUP PROFIT AND LOSS ACCOUNT
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended 30 Sept
-------------------------
2000
--------------------------------------------
Ordinary Exception
activities -al item Total 1999
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues (pound)1,200,211 (pound) -- (pound)1,200,211 (pound)776,651
Operating expenses (762,206) (26,830) (789,036) (518,303)
----------------------------------------------------------------------
438,005 (26,830) 411,175 258,348
Goodwill amortisation (35,391) -- (35,391) (27,483)
----------------------------------------------------------------------
Operating profit 402,614 (26,830) 375,784 230,865
Investment income 13,372 -- 13,372 7,428
Interest payable (36,391) -- (36,391) (34,002)
----------------------------------------------------------------------
Profit before taxation 379,595 (26,830) 352,765 204,291
Taxation (132,796) 11,805 (120,991) (75,332)
Profit after taxation 246,799 (15,025) 231,774 128,959
Dividends (28,014) -- (28,014) (22,700)
Retained profit for the period (pound) 218,785 (pound) (15,025) (pound) 203,760 (pound)106,259
======================================================================
Earnings per share:
---basic 37.4p (2.3)p 35.1p 20.2p
---diluted 35.6p (2.1)p 33.5p 19.3p
----------------------------------------------------------------------
Earnings per share before
goodwill amortisation:
---basic 42.8p (2.3)p 40.5p 24.5p
---diluted 40.7p (2.1)p 38.6p 23.5p
----------------------------------------------------------------------
</TABLE>
<PAGE> 13
AMVESCAP PLC
GROUP PROFIT AND LOSS ACCOUNT
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended 30 Sept
--------------------------
2000
--------------------------------------------
Ordinary Exception
activities -al item Total 1999
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES (POUND) 445,958 (POUND) -- (POUND) 445,958 (POUND) 276,571
OPERATING EXPENSES (276,244) (26,830) (303,074) (182,200)
------------------------------------------------------------------------
169,714 (26,830) 142,884 94,371
GOODWILL AMORTISATION (17,021) -- (17,021) (9,332)
------------------------------------------------------------------------
OPERATING PROFIT 152,693 (26,830) 125,863 85,039
INVESTMENT INCOME 5,949 -- 5,949 2,281
INTEREST PAYABLE (16,241) -- (16,241) (10,719)
------------------------------------------------------------------------
PROFIT BEFORE TAXATION 142,401 (26,830) 115,571 76,601
TAXATION (51,016) 11,805 (39,211) (27,933)
PROFIT AFTER TAXATION (POUND) 91,385 (POUND) (15,025) (POUND) 76,360 (POUND) 48,668
========================================================================
EARNINGS PER SHARE:
---BASIC 13.5P (2.3)P 11.2P 7.6P
---DILUTED 12.7P (2.0)P 10.7P 7.3P
------------------------------------------------------------------------
EARNINGS PER SHARE BEFORE
GOODWILL AMORTISATION:
---BASIC 16.0P (2.3)P 13.7P 9.1P
---DILUTED 15.0P (2.0)P 13.0P 8.7P
------------------------------------------------------------------------
</TABLE>
<PAGE> 14
AMVESCAP PLC
GROUP BALANCE SHEET
(in thousands)
30 Sept 31 Dec
2000 1999
---------------- --------------
Fixed Assets
Goodwill (pound)1,596,237 (pound)664,135
Investments 202,773 128,921
Tangible assets 133,598 108,021
---------------- --------------
1,932,608 901,077
---------------- --------------
Current Assets
Debtors 966,820 675,856
Investments 78,899 60,135
Cash at bank and in hand 442,822 189,732
1,488,541 925,723
---------------- --------------
Creditors: amounts falling due
within one year (1,290,184) (706,289)
---------------- --------------
Net current assets 198,357 219,434
---------------- --------------
Total assets less current liabilities 2,130,965 1,120,511
Creditors: amounts falling due
after one year
Long-term debt (871,412) (659,120)
Provisions for liabilities and charges (24,147) (24,730)
---------------- --------------
Net assets (pound)1,235,406 (pound)436,661
================ ==============
Capital and reserves
Called up share capital (pound) 185,160 (pound)168,617
Share premium account 1,127,441 478,860
Other reserves (661,672) (591,533)
Profit and loss account 584,477 380,717
Shareholders' funds, equity interests (pound)1,235,406 (pound)436,661
================ ==============
<PAGE> 15
AMVESCAP PLC
GROUP CASH FLOW STATEMENT
(in thousands)
Nine Months Ended
30 Sept 30 Sept
2000 1999
-------------- --------------
Operating profit (pound)375,784 (pound) 230,865
Amortisation and depreciation 72,654 74,856
Change in debtors, creditors and other 228,239 (39,537)
-------------- ---------------
Net cash inflow from operating activities 676,677 266,184
-------------- ---------------
Interest paid, net of investment income (14,833) (16,577)
Taxation (99,097) (52,760)
Capital expenditures, net of sales (38,121) (37,590)
Net purchases of fixed asset investments (26,169) (7,351)
Acquisitions (153,422) --
Dividends paid (36,439) (31,694)
Net repayment of debt (82,096) (78,744)
Foreign exchange on cash at bank and in hand 26,590 1,074
-------------- ---------------
Increase in cash at bank and in hand (pound)253,090 (pound) 42,542
============== ===============
<PAGE> 16
AMVESCAP PLC
SEGMENTAL INFORMATION
(in thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED 30 SEPT
2000
-------------------------
REVENUES EXPENSES OPER. PROFIT
--------------- ----------------- ---------------
<S> <C> <C> <C>
MANAGED PRODUCTS (POUND) 772,518 (POUND) (390,458) (POUND) 382,060
US INSTITUTIONAL 146,023 (110,183) 35,840
INVESCO GLOBAL 246,243 (174,296) 71,947
RETIREMENT AND BENEFIT SERVICES 35,090 (32,219) 2,871
NEW BUSINESS 337 (15,908) (15,571)
CORPORATE -- (39,142) (39,142)
---------------- ---------------- ---------------
1,200,211 (762,206) 438,005
GOODWILL AMORTISATION -- (35,391) (35,391)
---------------- ---------------- ---------------
(POUND)1,200,211 (POUND) (797,597) (POUND) 402,614
================ ================ ===============
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED 30 SEPT
1999
-------------------------
REVENUES EXPENSES OPER. PROFIT
--------------- ----------------- ---------------
<S> <C> <C> <C>
MANAGED PRODUCTS (POUND) 464,362 (POUND) (251,680) (POUND) 212,682
US INSTITUTIONAL 128,257 (82,175) 46,082
INVESCO GLOBAL 162,034 (125,379) 36,655
RETIREMENT AND BENEFIT SERVICES 21,998 (24,003) (2,005)
NEW BUSINESS -- (7,528) (7,528)
CORPORATE -- (27,538) (27,538)
---------------- ---------------- ---------------
776,651 (518,303) 258,348
GOODWILL AMORTISATION -- (27,483) (27,483)
---------------- ---------------- ---------------
(POUND) 776,651 (POUND) (545,786) (POUND) 230,865
================ ================ ===============
</TABLE>
<PAGE> 17
NOTES
1. The taxation charge for the nine months ended 30 September 2000 is estimated
based on the total expected tax charge for the year. A significant proportion
of the charge is expected to arise from US operations.
2. The Directors consider that profit before goodwill amortisation and
exceptional item is a more appropriate basis for the calculation of earnings
per share since this represents a more consistent measure of operating
performance.
<TABLE>
<CAPTION>
2000
----
PROFIT BEFORE
GOODWILL
AMORTISATION
AND EXCEPTIONAL NUMBER OF
ITEM SHARES PER SHARE
(POUND)'000 '000 AMOUNT
---------------------- ---------- ----------
<S> <C> <C> <C>
BASIC EARNINGS PER SHARE 282,190 659,944 42.8P
=========
ISSUANCE OF OPTIONS -- 32,670
CONVERSION OF EQUITY
SUBORDINATED
DEBENTURES 3,197 9,358
---------------------- ----------
DILUTED EARNINGS PER SHARE 285,387 701,972 40.7P
====================== ========= =========
</TABLE>
<TABLE>
<CAPTION>
1999
----
PROFIT BEFORE
GOODWILL NUMBER OF
AMORTISATION SHARES PER SHARE
(POUND)'000 '000 AMOUNT
---------------------- ---------- ----------
<S> <C> <C> <C>
BASIC EARNINGS PER SHARE 156,442 638,818 24.5P
=========
ISSUANCE OF OPTIONS -- 27,876
---------------------- ---------
DILUTED EARNINGS PER SHARE 156,442 666,694 23.5P
====================== ========= =========
</TABLE>
<PAGE> 18
AMVESCAP PLC
FUNDS UNDER MANAGEMENT
(IN BILLIONS)
<TABLE>
<CAPTION>
MANAGED PRODUCTS RBS &
---------------- -----
US NEW
----------- ----------
TOTAL AIM INVESCO INST GLOBAL BUS.
------------ ------------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
31 DEC 1999 $ 357.4 $ 165.3 $ 34.4 $ 92.5 $ 57.2 $ 8.0
MARKET GAINS 7.2 3.8 4.5 1.6 (2.7) --
TRIMARK ACQUISITION 16.7 16.7 -- -- -- --
NET NEW (LOST)
BUSINESS 30.3 16.9 10.8 (5.5) 9.1 (1.0)
CHANGE IN US MONEY
MARKET FUNDS 7.4 5.5 1.2 -- 0. 7 --
TRANSFERS -- -- -- (0.1) (0.1) 0.2
FOREIGN CURRENCY (4.6) -- -- -- (4.6) --
------------ ------------ ----------- ----------- ----------- ----------
30 SEPT 2000 $ 414.4 $ 208.2 $ 50.9 $ 88.5 $ 59.6 $ 7.2
------------ ------------ ----------- ----------- ----------- ----------
30 SEPT 2000 + (POUND)280.0 (POUND)140.7 (POUND)34.4 (POUND)59.8 (POUND)40.2 (POUND)4.9
+ TRANSLATED @ $1.48 PER (POUND)1.00.
</TABLE>
RECONCILIATION TO US ACCOUNTING PRINCIPLES
(IN THOUSANDS)
Nine Months Ended 30 Sept
-------------------------------------
2000 1999
---------------- ----------------
Net profit under UK GAAP (pound)231,774 (pound)128,959
US GAAP Adjustments:
Acquisition accounting (48,475) (57,847)
Taxation (12,170) (18,765)
Other 508 (3,609)
---------------- ----------------
Net income under US GAAP (pound)171,637 (pound)48,738
================ ================
Earnings per ordinary share before
exceptional item and goodwill
amortisation:
--basic 41p 19p
--diluted 39p 18p
Earnings per ordinary share:
--basic 26p 8p
--diluted 24p 7p
30 Sept 2000 31 Dec 1999
---------------- ----------------
Shareholders' funds under UK GAAP (pound)1,235,406 (pound)436,661
US GAAP Adjustments:
Acquisition accounting 1,065,876 993,765
Treasury stock (173,718) (132,615)
Dividends -- 35,544
Other 6,634 3,957
---------------- ----------------
SHAREHOLDERS' EQUITY UNDER US GAAP (pound)2,134,198 (pound)1,337,312
================ ================
<PAGE> 19
ENQUIRIES:
AMVESCAP 020 7379 5151/
Doug Kidd, Managing Director - Corporate Communications 020 7626 3434
PERPETUAL 01491 417000
Martyn Arbib
SCHRODER SALOMON SMITH BARNEY 020 7986 4000
(FINANCIAL ADVISER TO AMVESCAP)
Peter Smart
Philip Drinkall
Jolyon Luke
David James (Corporate Broking)
DE GUARDIOLA ADVISORS +1 212 753 2702
(FINANCIAL ADVISER TO AMVESCAP)
Roberto de Guardiola
MERRILL LYNCH 020 7628 1000
(FINANCIAL ADVISER TO PERPETUAL)
Matthew Greenburgh
Richard Slimmon
MERRILL LYNCH & CO. +1 212 449 1000
(FINANCIAL ADVISER TO PERPETUAL)
Greg Fleming
CAZENOVE 020 7558 2828
(FINANCIAL ADVISER TO PERPETUAL)
Robert Pickering
Richard Locke
THE MAITLAND CONSULTANCY 020 7379 5151
(PR ADVISER TO AMVESCAP)
Angus Maitland
FINANCIAL DYNAMICS 020 7269 7127
(PR ADVISER TO PERPETUAL)
Andrew Waterworth
Schroder Salomon Smith Barney, which is regulated by The Securities and Futures
Authority Limited, is acting for AMVESCAP in connection with the Offer and
no-one else and will not be responsible to anyone other than AMVESCAP for
providing the protections afforded to customers of Schroder Salomon Smith
Barney, or for providing advice in relation to the Offer.
De Guardiola Advisors is acting for AMVESCAP in connection with the Offer and
no-one else and will not be responsible to anyone other than AMVESCAP for
providing advice in relation to the Offer.
Merrill Lynch, which is regulated by The Securities and Futures Authority
Limited, is acting for Perpetual in connection with the Offer and no-one else
and will not be responsible to anyone other than Perpetual for providing the
protections afforded to customers of Merrill Lynch, or for providing advice in
relation to the Offer.
Cazenove, who are regulated by The Securities and Futures Authority Limited,
are acting for Perpetual in connection with the Offer and no-one else and will
not be responsible to anyone other than Perpetual for providing the protections
afforded to customers of Cazenove, or for providing advice in relation to the
Offer.
Appendix III contains the definitions of certain terms used in this document.
<PAGE> 20
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer will be subject to the following conditions:-
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. on the first closing date of the Offer (or such
later time(s) and/or date(s) as AMVESCAP may, subject to the rules of the
Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as AMVESCAP may decide) of the Perpetual Shares to which the
Offer relates, provided that, unless agreed by the Panel, this condition
will not be satisfied unless AMVESCAP and/or its wholly-owned subsidiaries
have acquired or agreed to acquire (pursuant to the Offer or otherwise),
directly or indirectly, Perpetual Shares carrying, in aggregate, over 50
per cent. of the voting rights then normally exercisable at general meetings
of Perpetual on such basis as may be required by The Panel on Takeovers and
Mergers (the "Panel") (including for this purpose, to the extent (if any)
required by the Panel, any voting rights attaching to any shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of
conversion or subscription rights or otherwise); and for this purpose
(i) the expression "Perpetual Shares to which the Offer relates" shall be
construed in accordance with sections 428-430F of the Companies Act;
and (ii) shares which have been unconditionally allotted shall be deemed to
carry the voting rights which they will carry on issue;
(b) the UK Listing Authority agreeing to admit the new AMVESCAP Shares to the
Official List of the UK Listing Authority and (unless the Panel otherwise
agree) such admission becoming effective in accordance with the Listing
Rules of the UK Listing Authority and the London Stock Exchange agreeing to
admit the new AMVESCAP Shares to trading on its market for listed securities
and (unless the Panel otherwise agree) such admission becoming effective
in accordance with its admission and disclosure standards;
(c) the Office of Fair Trading indicating, in terms reasonably satisfactory to
AMVESCAP, that it is not the intention of the Secretary of State for Trade
and Industry to refer the proposed acquisition of Perpetual by AMVESCAP,
or any matters arising therefrom, to the Competition Commission;
(d) the Personal Investment Authority, ("PIA") having notified its agreement in
writing to the change of the controller (for the purposes of the Rules of
the PIA) of Perpetual or any other member of the Perpetual Group or such
notification ceasing to be required, in each case, pursuant to the Offer
and/or pursuant to the acquisition or proposed acquisition of any shares
in, or control of, Perpetual by AMVESCAP;
(e) the Investment Management Regulatory Organisation ("IMRO") having notified
its agreement in writing in respect of each person who will, pursuant to
the Offer and/or pursuant to the acquisition or proposed acquisition
<PAGE> 21
of any shares in, or control of, Perpetual by AMVESCAP, become a controller of
Perpetual for the purposes of the Rules of IMRO, or the period allowed under
the Rules of IMRO for IMRO to notify any objections to any such person becoming
a controller having expired without notification of such objection;
(f) no government or governmental, quasi-governmental, supranational, statutory
or regulatory body, or any court, institution, investigative body,
association, trade agency or professional or environmental body or (without
prejudice to the generality of the foregoing) any other person or body in
any jurisdiction (each, a "Relevant Authority") having decided to take,
instituted, implemented or threatened any action, proceedings, suit,
investigation or enquiry or enacted, made or proposed any statute,
regulation or order or otherwise taken any other step or done any thing,
and there not being outstanding any statute, legislation or order, that
would or is likely to:-
(i) restrict, restrain, prohibit, delay, impose additional conditions
or obligations with respect to, or otherwise interfere with the
implementation of, the Offer or the acquisition of any Perpetual
Shares by AMVESCAP or any matters arising therefrom in any case to a
materially adverse extent;
(ii) result in a delay in the ability of AMVESCAP, or render AMVESCAP
unable, to acquire some or all of the Perpetual Shares;
(iii) require, prevent, delay or affect the divestiture by AMVESCAP or
any of its subsidiaries, subsidiary undertakings or associated
undertakings (including any company of which 40 per cent. or more of
the voting capital is held by the AMVESCAP Group or any partnership,
joint venture, firm or company in which AMVESCAP Group has a 40 per
cent. or greater interest) (together the "wider AMVESCAP Group") or
Perpetual or any of its subsidiaries, subsidiary undertakings or
associated undertakings (including any company of which 40 per cent.
or more of the voting capital is held by the Perpetual Group or any
partnership joint venture firm or company in which the Perpetual Group
has a 40 per cent. or greater interest (together the "wider Perpetual
Group") of all or any material portion of their businesses, assets or
property or any Perpetual Shares or other securities in Perpetual or
impose any material limitation on the ability of any of them to
conduct their respective businesses as currently carried on or own
their respective assets or properties or any material portion thereof;
(iv) impose any material limitation on the ability of any member of
the wider AMVESCAP Group to acquire or hold or exercise effectively,
directly or indirectly, all rights of all or any of the Perpetual
Shares (whether acquired pursuant to the Offer or otherwise);
(v) require any member of the wider AMVESCAP Group or the wider
Perpetual Group to offer to acquire any shares or other securities or
rights thereover in any member of the wider Perpetual Group owned by
any third party;
<PAGE> 22
(vi) make the Offer or its implementation or the proposed acquisition
of Perpetual or any member of the wider Perpetual Group or of any
Perpetual Shares or any other shares or securities in, or control of,
Perpetual, illegal, void or unenforceable in or under the laws of any
jurisdiction;
(vii) impose any limitation on the ability of any member of the wider
AMVESCAP Group or the wider Perpetual Group to co-ordinate its
business, or any part of it, with the business of any other member of
the wider AMVESCAP Group or the wider Perpetual Group in a way which
would be material in the context of the Offer or the Perpetual Group,
taken as a whole; or
(viii) otherwise materially adversely affect any or all of the businesses,
assets, prospects or profits of any member of the wider AMVESCAP
Group or the wider Perpetual Group or the exercise of rights of shares
of any company in the Perpetual Group,
and all applicable waiting periods during which such Relevant Authority
could institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or otherwise intervene having
expired, lapsed or been terminated;
(g) all material authorisations, orders, grants, consents, clearances, licences,
permissions and approvals, in any jurisdiction, reasonably necessary for
or in respect of the Offer, the proposed acquisition of any shares or
securities in, or control of, Perpetual or any member of the wider
Perpetual Group by any member of the wider AMVESCAP Group or the carrying
on of the business of any member of the wider Perpetual Group or the wider
AMVESCAP Group, or any matters arising therefrom having been obtained in
terms reasonably satisfactory to AMVESCAP from all appropriate Relevant
Authorities or (without prejudice to the generality of the foregoing and
save as fairly disclosed) from any persons or bodies with whom any members
of the wider Perpetual Group or the wider AMVESCAP Group has entered into
contractual arrangements where the absence of such would have a material
adverse effect on the wider AMVESCAP Group or the wider Perpetual Group as
the case may be and such material authorisations, orders, grants, consents,
clearances, licences, permissions and approvals remaining in full force
and effect and there having been no intimation of any intention to revoke
or not to renew the same and all necessary filings in respect of the Offer
having been made, all appropriate waiting and other time periods (including
extensions thereto) under any applicable legislation and regulations
in any jurisdiction having expired, lapsed or been terminated and all
necessary statutory or regulatory obligations in any jurisdiction in
respect of the Offer or the proposed acquisition of Perpetual by AMVESCAP
or of any Perpetual Shares or any matters arising therefrom having been
complied with;
<PAGE> 23
(h) except as fairly disclosed by or on behalf of Perpetual to AMVESCAP,
there being no provision of any agreement, instrument, permit, licence or
other arrangement to which any member of the wider Perpetual Group is a
party or by or to which it or any of its assets may be bound or subject
which, as a consequence of the Offer or the acquisition of Perpetual or
because of a change in the control or management of Perpetual or any
member of the Perpetual Group or any matters arising therefrom or
otherwise, might reasonably be expected to have the result that:-
(i) any material moneys borrowed by, or other material indebtedness,
actual or contingent, of any member of the wider Perpetual Group
becomes or is capable of being declared repayable immediately or
earlier than the repayment date stated in such agreement, instrument
or other arrangement or the ability of any member of the wider
Perpetual Group to borrow moneys or incur indebtedness is withdrawn,
inhibited or materially adversely affected;
(ii) any mortgage, charge or other security interest is created
otherwise than in the ordinary course of business over the whole or
any part of the business, property or assets of any member of the
wider Perpetual Group or any such security (whenever arising) becomes
enforceable;
(iii) any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or obligation of any
member of the wider Perpetual Group therein, is terminated or
materially and adversely modified or affected or any action is taken
or onerous obligation arises thereunder;
(iv) the value of any member of the wider Perpetual Group or its
financial or trading position is materially prejudiced or
materially and adversely affected;
(v) any material asset or, other than in the ordinary course of
business, any asset of the wider Perpetual Group being or falling to
be charged or disposed of;
(vi) the rights, liabilities, obligations or interests or business of
any member of the wider Perpetual Group in or with any other person,
firm or company (or any arrangement relating to such interest or
business) is terminated, materially and adversely modified or
materially and adversely affected; or
(vii) any member of the wider Perpetual Group ceases to be able to
carry on business under any name under which it currently does so;
(i) since 30 September 1999 (being the date to which the latest published
audited report and accounts of Perpetual were made up) and save as
disclosed in Perpetual's published report and accounts for the year ended
30 September 1999, the Interim Results and except as fairly disclosed by
or on behalf of Perpetual to AMVESCAP, no member of the Perpetual Group
having:-
(i) save for the issue of any shares pursuant to the exercise
<PAGE> 24
of any options under the Perpetual Share Option Schemes, issued or
agreed to issue or authorised or proposed the issue of additional
shares of any class or issued or authorised or proposed the issue of
or granted securities convertible into or rights, warrants or options
to subscribe for or acquire such shares or convertible securities or
redeemed, purchased or reduced or announced any intention to do so or
made any other change to any part of its share capital;
(ii) save for the second interim dividend of 43 pence (net) per
Perpetual Share in respect of the year ended 30 September 2000,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution other
than dividends lawfully paid to Perpetual or wholly-owned
subsidiaries of Perpetual;
(iii) authorised or proposed or announced its intention to propose
any merger or acquisition or disposal or transfer of assets (other
than in the ordinary course of business) or shares or any change in
its loan capital;
(iv) issued or authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or contingent liability which
is material in the context of the wider Perpetual Group or the Offer;
(v) disposed of or transferred, mortgaged, charged or granted
security over any material asset or any right, title or interest in
any material asset or entered into or varied any contract, commitment
or arrangement (whether in respect of capital expenditure or
otherwise) which is of a long term or unusual or onerous nature or
which involves or could involve an obligation of such a nature or
magnitude which is material or authorised, proposed or announced any
intention to do so;
(vi) entered into, or varied the terms of, any contract or agreement
with any of the directors or senior executives of Perpetual;
(vii) taken or proposed any corporate action or had any legal
proceedings started against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of
its assets and revenues;
(viii) waived or compromised any claim which is material in the
context of the wider Perpetual Group, taken as a whole, other than in
the ordinary course of business;
(ix) made any amendment to its memorandum or articles of association;
(x) entered into any contract, transaction or arrangement which is or
is likely to be materially restrictive on the business of any member
of the wider Perpetual Group or the wider AMVESCAP Group;
<PAGE> 25
(xi) entered into any contract, commitment or agreement with respect
to any of the transactions or events referred to in this condition
(i); and
(xii) been unable or admitted that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(j) since 30 September 1999 (being the date to which the latest published
audited report and accounts of Perpetual were made up) and save as
disclosed in Perpetual's published report and accounts for the year ended
30 September 1999, the Interim Results and except as fairly disclosed by
or on behalf of Perpetual to AMVESCAP:-
(i) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or become
pending or remained outstanding by or against any member of the wider
Perpetual Group or to which any member of the wider Perpetual Group
is a party (whether as plaintiff, defendant or otherwise) and the
effect of which is or is likely to be material in the context of the
wider Perpetual Group, taken as a whole, or in the context of the
Offer;
(ii) no material adverse change having occurred in the business,
assets, financial or trading position, profits or prospects of any
member of the wider Perpetual Group to an extent which is material in
the context of the wider Perpetual Group taken as a whole or the
Offer;
(k) AMVESCAP not having discovered prior to the date when the Offer would other
wise become unconditional that:-
(i) any business, financial or other information concerning any
member of the Perpetual Group publicly disclosed by any member of the
Perpetual Group, either contains a material misrepresentation of fact
or omits to state a fact necessary to make the information contained
therein not materially misleading; or
(ii) any member of the wider Perpetual Group is subject to any
liability contingent (for the purposes of UK GAAP) or otherwise,
which is not disclosed in the annual report and accounts of Perpetual
for the financial year ended 30 September 1999 and which should have
been so disclosed in accordance with UK GAAP; and
AMVESCAP reserves the right to waive all or any of conditions (c) to (k)
(inclusive) above, in whole or in part. Condition (b) must be fulfilled within
21 days after the later of the first closing date of the Offer and the date on
which condition (a) is fulfilled and conditions (c) to (k) (inclusive) must be
satisfied as at, or waived on or before, 21 days after the later of the first
closing date of the Offer and the date on which condition (a) is fulfilled (or
in each case such later date as the Panel may agree) provided that AMVESCAP
shall be under no obligation to waive or treat as satisfied any of condition
(c) to (k) (inclusive) by a date earlier than the
<PAGE> 26
latest date specified above for the satisfaction thereof notwithstanding that
the other conditions of the Offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
If AMVESCAP is required by the Panel to make an offer for Perpetual Shares
under the provisions of Rule 9 of the Code, AMVESCAP may make such alterations
to the conditions as are necessary to comply with the provisions of that Rule.
The Offer will lapse if the Offer is referred to the Competition Commission or
if the European Commission in respect thereof either initiates proceedings
under article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral
to a competent authority of the United Kingdom under article 9(1) of that
Regulation, before (in any such case) the later of the first closing date of
the Offer and the date when the Offer becomes or is declared unconditional as
to acceptances.
<PAGE> 27
APPENDIX II
PARTICULARS OF THE LOAN NOTES
Subject to receiving all necessary consents and waivers, which AMVESCAP is
using all reasonable endeavours to obtain as soon as practicable, AMVESCAP will
make available a Loan Note Alternative pursuant to which Perpetual Shareholders
who validly accept the Offer could elect to receive Loan Notes to be issued by
AMVESCAP instead of some or all of the cash consideration which would otherwise
be receivable under the Offer on the following basis:
FOR EVERY (POUND)1 OF CASH CONSIDERATION (POUND)1 NOMINAL OF LOAN NOTES
The Loan Note Alternative, if made available, would be conditional upon the
Offer becoming or being declared unconditional in all respects and would remain
open for so long as the Offer remains open for acceptance.
The Loan Notes would be constituted by a loan note instrument (the "LOAN NOTE
INSTRUMENT") executed as a deed by AMVESCAP. The issue of the Loan Notes would
be conditional on the Offer becoming or being declared unconditional in all
respects. The Loan Note Instrument would contain provisions, inter alia, to the
effect set out below.
(a) FORM AND STATUS
The Loan Notes would be issued by AMVESCAP in amounts of integral multiples of
(pound)1 in nominal amount and would constitute unsecured obligations of
AMVESCAP. The Loan Note Instrument would not contain any restrictions on
borrowing, disposals or charging of assets by AMVESCAP or any member of the
AMVESCAP Group.
(b) INTEREST
Interest on the outstanding Loan Notes would be payable six monthly in arrears
(subject to any requirement to deduct tax therefrom) on 30 October and 30 April
in each year or, if such a day is not a business day (which shall bear the same
meaning in this Appendix II as in the Loan Note Instrument) on the next
following business day ("interest payment dates"). The first payment of
interest on the Loan Notes would be made on 30 October 2001 in respect of the
period from (and including) the date that the offer becomes wholly
unconditional up to (and including) 30 October 2001. The period from (and
including) the date of issue up to (and including) 30 October 2001 and the
period from (but excluding) 30 October 2001 or any subsequent interest payment
date up to (and including) the next following interest payment date is herein
called an "interest period".
The rate of interest per annum payable on the Loan Notes would be the rate
calculated by AMVESCAP to be 0.5 per cent. below LIBOR on the first business
day of the relevant interest period.
If at any time such rate of interest cannot be so established for
<PAGE> 28
any interest period, then the rate of interest on the Loan Notes for such
interest period would be calculated by reference to such rate as AMVESCAP shall
determine, acting reasonably, on the basis of quotations made for three month
sterling deposits of similar size in such other appropriate interbank market or
markets as AMVESCAP may select.
Each instalment of interest would be calculated on the basis of a 365 day year
(or, in the case of a leap year, a 366 day year) and the actual number of days
elapsed in the relevant interest period.
Each interest payment would be made to a holder of Loan Notes on the register
of holders of Loan Notes at the close of business on the relevant interest
payment date.
A holder of Loan Notes (a "Noteholder") would be entitled to require AMVESCAP
to pay the whole (whatever the amount) or any part (being (pound)1,000 nominal
or any integral multiple thereof) of the principal amount of his holding of
Loan Notes at par, together with accrued interest thereon (subject to any
requirement to deduct tax therefrom) up to (and including) the date of
repayment, on any interest payment date falling on or after 30 October 2001, by
giving not less than 30 days' prior notice in writing to AMVESCAP registrars
accompanied by a certificate(s) for all the Loan Notes to be repaid and a
notice of redemption (duly completed) in the prescribed form endorsed on the
Loan Notes to be repaid.
If, at any time, the principal amount of all Loan Notes outstanding is less
than (pound)5 million, AMVESCAP would have the right on giving the remaining
Noteholders not less than 30 days' notice in writing expiring on 30 October
2001 or any subsequent interest payment date, to redeem all (but not some only)
of the outstanding Loan Notes at par together with accrued interest thereon
(subject to any requirement to deduct tax therefrom) up to (and including) the
date of redemption.
AMVESCAP would have the right to redeem on any interest payment date the Loan
Notes at par together with accrued interest up to (and including) the date of
redemption (subject to any requirement to deduct tax therefrom) on 30 days'
written notice to the Noteholders if interest payment under the Loan Notes is
reasonably expected by AMVESCAP to fall to be treated as a distribution for
corporation tax purposes or otherwise to be non-deductible for corporation tax
purposes.
Any Loan Notes not previously so repaid, redeemed or purchased would be repaid
in full at par on 30 October 2005, together with accrued interest thereon
(subject to any requirement to deduct tax therefrom) up to (and including) that
date.
Any Loan Notes repaid, purchased or redeemed will be cancelled and would not be
available for re-issue.
Each Noteholder shall be entitled to require all of the Loan Notes held by him
to be repaid at par together with accrued interest (subject to any requirement
to deduct any tax therefrom) immediately if:
<PAGE> 29
o any principal or interest on any of the Loan Notes held by that Noteholder
shall fail to be paid in full within 30 days after the due date for payment
thereof; or
o an order is made or an effective resolution is passed for the winding
up or dissolution of AMVESCAP (other than for the purposes of and
followed by a reconstruction or an amalgamation of a members'
voluntary winding up in each case on terms previously approved by
extraordinary resolution of any holders of Loan Notes); or
o an encumbrancer takes possession of, or a trustee, receiver,
administrator or similar officer is appointed or an administration
order is made in respect of, the whole or substantially the whole of
the undertaking of AMVESCAP and such person has not been paid out or
discharged within 30 days.
AMVESCAP or any other member of the AMVESCAP Group will be entitled at any time
to purchase any Loan Notes by tender (available to all Noteholders alike),
private treaty or otherwise, at any price agreed by the vendor.
(c)MODIFICATION
The provisions of the Loan Note Instrument and the rights of the Noteholders
will be subject to modification, abrogation or compromise in any respect with
both the sanction of an extraordinary resolution of the Noteholders and the
consent of AMVESCAP. AMVESCAP may, with the consent of its financial adviser,
amend the provisions of the Loan Note Instrument without such sanction or
consent, if such amendment is of a formal, minor or technical nature or to
correct a manifest error.
(d) SUBSTITUTION OR EXCHANGE
The Loan Notes would contain provisions entitling AMVESCAP to substitute any
other member of the AMVESCAP Group as the principal debtor under the Loan Note
Instrument and the Loan Notes or to require all or any of the Noteholders to
exchange their Loan Notes for loan notes issued on the same terms mutatis
mutandis by such other members of the AMVESCAP Group. References to AMVESCAP in
this summary shall be construed accordingly. The obligations of any substituted
issuer will be unconditionally guaranteed as to payment of principal and
interest by AMVESCAP.
The Loan Notes will contain provisions intended to ensure that they are not
qualifying corporate bonds for tax purposes in the hands of non-corporate
shareholders.
(e) REGISTRATION, TRANSFER AND MARKETABILITY
The Loan Notes would be evidenced by certificates and will be registered and
transferable in minimum amounts of (pound)1,000 or integral multiples thereof
(or the entire holding), provided that the
<PAGE> 30
transfers will not be registered during the 21 days immediately preceding an
interest payment date or while the register of Noteholders is closed.
No application has been made or is intended to be made to any stock exchange
for the Loan Notes to be listed or otherwise traded.
The Loan Notes would not be registered under the Securities Act and no steps
have been taken to qualify the Loan Notes for distribution in Japan or any
province or territory of Canada and no prospectus in relation to the Loan Notes
would be lodged with or registered by the Australian Securities Commission.
Accordingly, unless an exemption under the Securities Act or relevant
securities laws is available, the Loan Note Alternative will not available in
the United States, Canada, Australia or Japan and the Loan Notes would not be
directly or indirectly offered, sold or delivered in or into the United States,
Canada, Australia or Japan or to or for the account or benefit of any
restricted overseas persons.
(f) GOVERNING LAW
The Loan Notes and the Loan Note Instrument would be governed by and construed
in accordance with English Law.
<PAGE> 31
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
<TABLE>
<CAPTION>
<S> <C>
"AMVESCAP" or "Company" AMVESCAP PLC
"the AMVESCAP Group" AMVESCAP and its subsidiary undertakings
"AMVESCAP Shareholders" holders of AMVESCAP Shares
"AMVESCAP Shares" ordinary shares of 25p each in the capital of AMVESCAP
"Cazenove" Cazenove & Co.
"City Code" or "Code" The City Code on Takeovers and Mergers
"Companies Act" The Companies Act 1985, as amended
"CREST" The computerised settlement system to facilitate the transfer of
title to shares in uncertificated form, operated by CrestCo Limited
"Interim Results" The interim results for Perpetual for the six months ended 31
March 2000
"LIBOR" London inter-bank offered rate
"Loan Notes" The variable rate unsecured loan notes of
AMVESCAP to be issued pursuant to the Loan Note
Alternative subject to receiving all necessary
consents and waivers
"Loan Note Alternative" The alternative whereby eligible Perpetual Shareholders
who validly accept the Offer may elect to receive Loan Notes
in lieu of all or part of the cash consideration to which they
would otherwise have been entitled under the Offer
"London Stock Exchange" London Stock Exchange plc
"Merrill Lynch" Merrill Lynch International
"new AMVESCAP Shares" The new AMVESCAP Shares proposed to be issued credited
as fully paid pursuant to the Offer
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
<S> <S>
"Offer" The recommended offer by Schroder Salomon Smith Barney on
behalf of AMVESCAP, to acquire the Perpetual Shares and
including, where the context so permits, the Loan Note
Alternative, and where the context so requires, any
subsequent revision, variation, extension or renewal
of such Offer
"Official List" The Official List of the UK Listing Authority
"Panel" The Panel on Takeovers and Mergers
"Perpetual" Perpetual plc
"the Perpetual Group" Perpetual and its subsidiary undertakings
"Perpetual Option Holders" Holders of options under the Perpetual Share Option Schemes
"Perpetual Shareholders" Holders of Perpetual Shares
"Perpetual Shares" Ordinary shares of 10p each in the capital of Perpetual
"Perpetual Share Option Schemes" The 1985 Inland Revenue approved share option scheme and the 1987
unapproved share option scheme
"Schroder Salomon Smith Barney" Salomon Brothers International Limited
"Securities Act" The United States Securities Act of 1933 (as amended)
"UK Listing Authority" The Financial Services Authority as the competent authority
for listing in the UK under Part IV of the Financial Services
Act 1986
"United Kingdom" or "UK" The United Kingdom of Great Britain and Northern Ireland
"United States" or "US" The United States of America, its territories and possessions,
any state of the United States and the District of Columbia,
and all other areas subject to its jurisdiction or any
subdivisions thereof
</TABLE>
<PAGE> 33
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.
AMVESCAP PLC
------------------------------
(Registrant)
Date 19th October, 2000 By /s/ MICHAEL S. PERMAN
------------------ -------------------------
(Signature)
Michael S. Perman
Company Secretary
