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Invesco Announces Expiration and Final Results of Tender Offer for Outstanding Notes

Tue. June 30, 2009; Posted: 08:30 AM
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ATLANTA, Jun 30, 2009 (BUSINESS WIRE) -- IVZ | Quote | Chart | News | PowerRating -- Invesco Ltd. (NYSE:IVZ), and its subsidiary, Invesco Holding Company Limited (formerly known as "AMVESCAP PLC" and herein as "Invesco"), announced the expiration and final results of the previously announced cash tender offer (the "Tender Offer") by Invesco, to purchase the maximum aggregate principal amount of Invesco's outstanding 5.625% Senior Notes due 2012 (the "5.625% Notes due 2012"), Invesco's 5.375% Senior Notes due 2013 (the "5.375% Notes due 2013") and Invesco's outstanding 5.375% Senior Notes due 2014 (the "5.375% Notes due 2014" and, together with the 5.625% Notes due 2012 and the 5.375% Notes due 2013, the "Notes"), that Invesco can purchase for $100 million (excluding accrued interest), at a purchase price per $1,000 principal amount determined in accordance with a modified "Dutch Auction" procedure on the terms and conditions set forth in an Offer to Purchase dated June 2, 2009 (the "Offer to Purchase"). The Tender Offer expired at 12:00 midnight, New York City time, on June 29, 2009.

Based on the final tabulation by Global Bondholder Services Corporation, the tender offer was oversubscribed, with Invesco receiving valid tenders from holders of approximately:

-- $94.435 million aggregate principal amount of the 5.625% Notes due 2012,

-- $22.793 million aggregate principal amount of the 5.375% Notes due 2013, and

-- $5.681 million aggregate principal amount of the 5.375% Notes due 2014.

The aggregate amount of Notes validly tendered and not withdrawn as of the Expiration Date at the Clearing Premium would have caused Invesco to spend more than $100 million to purchase such Notes, and as a result, Invesco has accepted Notes validly tendered in the tender offer on a prorated basis in the following manner and order:

-- First, Invesco has accepted for purchase all Notes validly tendered (and not withdrawn) with a "bid premium" (the amount by which the bid price exceeded the base price) below the Clearing Premium; and

-- Second, Notes validly tendered (and not withdrawn) with a bid premium at the Clearing Premium on a prorated basis of 17.076% per $1,000 principal amount.

To avoid purchases of Notes in principal amounts other than integral multiples of $1,000, Invesco has made, as necessary, appropriate adjustments downward to the nearest $1,000 principal amount with respect to each holder validly tendering (and not withdrawing) Notes at a bid premium equal to the Clearing Premium. All Notes not accepted as a result of proration and all tenders of Notes with a bid premium in excess of the Clearing Premium have been rejected from the Tender Offer.

Based upon the foregoing, Invesco has accepted for purchase approximately:

-- $84.897 million aggregate principal amount of the 5.625% Notes due 2012,

-- $16.532 million aggregate principal amount of the 5.375% Notes due 2013, and

-- $2.874 million aggregate principal amount of the 5.375% Notes due 2014.

The Clearing Premium (as defined in the Offer to Purchase) for the Notes is $50.00 per $1,000 principal amount of Notes tendered. The Clearing Premium was determined based on the "bid price," or minimum consideration that each holder that tendered into the Tender Offer was willing to receive for its Notes. The total consideration per $1,000 principal amount of Notes includes an "Early Participation Amount" of $30.00 per $1,000 principal amount of Notes that were validly tendered and accepted for purchase on or prior to 5:00 p.m., New York City time, on June 15, 2009. The consideration payable per $1,000 principal amount of Notes is listed in the table below.

Series of Notes        CUSIP No.  ISIN No.      Base     Total             Tender Offer      Accrued
                                                Price    Consideration(1)  Consideration(2)  Interest(3)
5.625% Notes due 2012  03235EAQ3  US03235EAQ35  $920.00  $970.00           $940.00           $11.41
5.375% Notes due 2013  03235EAK6  US03235EAK64  $870.00  $920.00           $890.00           $18.36
5.375% Notes due 2014  03235EAP5  US03235EAP51  $800.00  $850.00           $820.00           $2.24

(1) Consideration payable per $1,000 principal amount of Notes tendered on or prior to the Early Participation Date (as defined in the Offer to Purchase), which includes the $30.00 early participation amount. The total consideration was determined based on a formula consisting of the base price plus the clearing premium.

(2) Consideration payable per $1,000 principal amount of Notes tendered after the Early Participation Date and on or prior to the Expiration Date (as defined in the Offer to Purchase).

(3) Accrued interest payable per $1,000 principal amount of Notes.

All Notes purchased in the Tender Offer will be retired. All Notes tendered but not purchased, including Notes not purchased due to proration, will be promptly returned to the holders at Invesco's expense and will remain outstanding.

Invesco intends to fund the payment of the Notes purchased in the Tender Offer with cash on hand. Invesco will pay to The Depository Trust Company the total consideration or the tender offer consideration, as the case may be, payable to holders in the Tender Offer, and Global Bondholder Services Corporation, the depositary for the Tender Offer, will irrevocably instruct The Depository Trust Company to pay the validly tendering holders the total consideration or the tender offer consideration, as the case may be, including accrued and unpaid interest on the accepted Notes from the last applicable interest payment date to, but not including, the date of settlement. Invesco expects such payments to be made in same-day funds on June 30, 2009.

Additional Information

Banc of America Securities LLC served as the exclusive dealer manager for the Tender Offer. Global Bondholder Services Corporation acted as the Information Agent and Depositary for the Tender Offer.

Questions regarding the Tender Offer:  Requests for documentation:
Banc of America Securities LLC         Global Bondholder Services Corporation
(888) 292-0700 (toll-free)             (866) 470-4500
or                                     (toll-free)
(980)                                  or
388-4603 (collect)                     (212) 430-3774 (collect)

The Tender Offer was not made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not have been in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws required the Tender Offer to be made by a licensed broker or dealer, the Tender Offer was deemed to be made on behalf of Invesco by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Invesco Ltd.

Invesco Ltd. is a leading independent global investment management company, dedicated to helping people worldwide build their financial security. By delivering the combined power of our distinctive worldwide investment management capabilities, Invesco Ltd. provides a comprehensive array of enduring investment solutions for retail, institutional and high net worth clients around the world. Operating in 20 countries, the company is listed on the New York Stock Exchange under the symbol IVZ. Additional information is available at www.invesco.com.

SOURCE: Invesco Ltd.

Invesco Ltd. 
Investor Relations 
Aaron Uhde, 404-479-2956 
or 
Media Relations 
Doug Kidd, 404-479-2922
For full details for AVZ click here.

    


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