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
For the Month of April 25, 2003
Commission file number: 0-30924
MARCONI PLC
(Exact name of Registrant as specified in its Charter)
4th Floor
Regents Place
338 Euston Road
London
NW1 3BT
(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 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
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In order to utilize the "Safe Harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995 (the "Reform Act"), Marconi plc ( the
"Company") is providing the following cautionary statement. Except for
historical information contained herein, statements contained in this Report on
Form 6-K may constitute "forward-looking statements" within the meaning of the
Reform Act. The words "believe", "anticipate", "expect", "intend", "estimate",
"plan", "assume", "positioned", "will", "may", "risk" and other similar
expressions which are predictions of or indicate future events and future trends
which do not relate to historical matters identify forward-looking statements.
Reliance should not be placed on such statements because they involve known and
unknown risks, uncertainties and other factors which are in some cases beyond
the control of the Company, together with its subsidiaries (the "Group"), and
may cause the actual results, performance or achievements of the Group to differ
materially from anticipated future results, performance or achievements
expressed or implied by such forward-looking statements (and from past results,
performance or achievement). Certain factors that may cause such differences
include but are not limited to the following: (1) any major disruption in
production at our key facilities; (2) changes in the environmental, tax and
other laws and regulations, which, among other things, could cause us to incur
substantial additional capital expenditures and operation and maintenance costs;
and (3) adverse changes in the markets for our products, including as a result
of increased competition in the highly competitive international markets for
such products. These and other risks, uncertainties and factors are discussed in
the Company's Registration Statement on Form F-1 and other filings with the
Securities and Exchange Commission, including this Form 6-K. Shareholders and
prospective investors are cautioned not to place undue reliance on these
forward-looking statements which speak only as to the Company's judgment as of
the date hereof. Any such forward-looking statements are not intended to give
any assurance as to future results. The Company undertakes no obligation to
publicly update or revise any of these forward-looking statements, whether to
reflect new information or future events or circumstances or otherwise.
Marconi plc
RESTRUCTURING UPDATE
Results of Creditor Voting
- Scheme creditors of Marconi Corporation plc and Marconi plc have voted
overwhelmingly to approve the schemes of arrangement with a very high level
of turnout
- 99.98 per cent by value and 94.71 per cent by number of Marconi
Corporation plc scheme creditors who voted at the meeting voted in favour of
the Marconi Corporation plc scheme
- 99.97 per cent by value and 93.60 per cent by number of Marconi plc
scheme creditors who voted at the meeting voted in favour of the Marconi plc
scheme
John Devaney, Chairman of Marconi plc, said "The overwhelming support received
from our creditors today demonstrates clearly that they share our belief in the
inherent value of Marconi as an ongoing business. We now move on to achieving
the final legal approvals from both the UK and US courts, which will clear the
way for the re-listing of Marconi, which is currently expected to take place on
19 May 2003."
London - 25 April 2003 - The creditor groups of Marconi plc ("plc") (MONI) and
Marconi Corporation plc ("Corp") today voted overwhelmingly to support its
financial restructuring. At separate meetings of scheme creditors of plc ("plc
Scheme Creditors") and Corp ("Corp Scheme Creditors") (the "Scheme Meetings"),
the schemes of arrangement in relation to each of plc and Corp (the "Schemes")
were approved by a majority in number representing more than the required 75 per
cent in value of the scheme creditors present and voting (either in person or by
proxy) (the "Requisite Majorities") at the respective Scheme Meetings. Approval
of the Schemes by the Requisite Majorities is a key pre-condition for the
Schemes becoming effective. The Corp Scheme is not conditional on the plc Scheme
becoming effective. However, the plc Scheme will not become effective unless the
Corp Scheme becomes effective.
In order for the Schemes to become effective and legally binding, UK Court
orders sanctioning the Schemes must also be obtained. The Court orders must then
be sealed and copies delivered for registration to the Registrar of Companies in
England and Wales. The UK Court hearing to sanction the Schemes is currently
scheduled to begin on 12 May 2003.
Corp and plc will not take the necessary steps to make the Schemes effective
unless, inter alia, permanent injunction orders of the US Bankruptcy Court are
obtained in respect of the Schemes and all other conditions precedent under the
working capital and performance bonding facilities are satisfied or waived. The
US Bankruptcy Court hearing is currently scheduled to take place on 14 May 2003.
It is currently expected that the Schemes will become effective, with trading in
the new securities to be issued by Corp commencing on the London Stock Exchange
on 19 May 2003.
The figures set out below represent the final results of the voting by scheme
creditors, either by proxy or in person, at the Scheme Meetings.
CORP SCHEME
The result of the voting by the Corp Scheme Creditors present and voting (either
in person or by proxy) at the Corp scheme meeting is as follows:
Value of Votes Number of Votes
FOR 99.98% 94.71%
AGAINST 0.02% 5.29%
Total 100.0% 100.0%
PLC SCHEME
The result of the voting by the plc Scheme Creditors present and voting (either
in person or by proxy) at the plc scheme meeting is as follows:
Value of Votes Number of Votes
FOR 99.97% 93.60%
AGAINST 0.03% 6.40%
Total 100.0% 100.0%
ENDS/...
About Marconi plc
Marconi plc is a global telecommunications equipment and solutions company. The
company's core business is the provision of innovative and reliable optical
networks, broadband routing and switching and broadband access technologies and
services. The company's customer base includes many of the world's largest
telecommunications operators. The company is listed on the London Stock Exchange
under the symbol MONI. Additional information about Marconi can be found at
www.marconi.com.
Copyright (c) 2003 Marconi plc. All rights reserved. All brands or product names
are trademarks of their respective holders.
Contacts
David Beck / Joe Kelly Heather Green
Public Relations Investor Relations
+44 (0) 207 306 1771 +44 (0) 207 306 1735
+44 (0) 207 306 1490
joe.kelly@marconi.com heather.green@marconi.com
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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.
MARCONI PLC
By: ____M Skelly____
Name: M Skelly
Title: Company Secretary
Date: 25 April 2003