RNS Number : 6901J
Lake Acquisitions Limited
08 December 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
8 December 2008
Recommended Offers
by
Lake Acquisitions Limited
(a wholly-owned subsidiary of EDF)
to acquire
British Energy Group plc
Acquisition Update
On 5 November 2008, Lake Acquisitions Limited ("Lake Acquisitions") made the recommended Offers to acquire the entire issued, and to be
issued, share capital of British Energy Group plc ("British Energy") other than the Special Share and the British Energy Ordinary Shares
already held by Lake Acquisitions.
Levels of Acceptances
As at 1.00 p.m. (London time) on 5 December 2008 (being the first closing date of the Offers), Lake Acquisitions had received valid
acceptances in respect of 644,291,988 British Energy Ordinary Shares representing 62.19 per cent. of the current issued share capital of
British Energy. This total includes:
* acceptances received in respect of 77,940 British Energy Ordinary Shares (representing approximately 0.01 per cent. of the current
issued share capital of British Energy) which are subject to irrevocable undertakings received from the British Energy Directors; and
* acceptances received in respect of 197,757,056 British Energy Ordinary Shares (representing approximately 19.09 per cent. of the
current issued share capital of British Energy) which are subject to an irrevocable undertaking received from Invesco.
87,413 British Energy Ordinary Shares (representing approximately 0.01 per cent. of the current issued share capital of British Energy)
remain subject to irrevocable undertakings received from the British Energy Directors, the majority of which are expected to be issued to
the relevant British Energy Director upon the exercise of options under the British Energy Share Schemes, which will occur only after the
Offers have become or are declared unconditional in all respects.
238,942 British Energy Ordinary Shares (representing approximately 0.02 per cent. of the current issued share capital of British Energy)
remain subject to an irrevocable undertaking received from Invesco.
As previously disclosed, Lake Acquisitions already holds a further 274,288,774 British Energy Ordinary Shares representing approximately
26.48 per cent. of the current issued share capital of British Energy.
Accordingly, as at 1.00 p.m. (London time) on 5 December 2008, Lake Acquisitions either owned or had received valid acceptances of the
Ordinary Offer in respect of a total of 918,580,762 British Energy Shares, representing in aggregate approximately 88.67 per cent. of the
current issued share capital of British Energy.
Lake Acquisitions has also received an irrevocable undertaking from NLF (at the direction of the Secretary of State) to exercise the NLF
Conversion Right and accept the Convertible Offer in respect of its entire resulting holding of British Energy Convertible Shares,
representing approximately 35.54 per cent. of the enlarged share capital of British Energy. This undertaking is conditional upon the Offers
having been declared, or becoming as a result of its exercise, unconditional in all respects and, accordingly, remains outstanding.
Accordingly, as at 1.00 p.m. (London time) on 5 December 2008, Lake Acquisitions owned or had received valid acceptances of the Ordinary
Offer or had received irrevocable undertakings in respect of a total of 1,490,111,851 British Energy Shares, representing in aggregate
approximately 92.72 per cent. of the enlarged share capital of British Energy (assuming the full exercise of the NLF Conversion Right but no
exercise of currently outstanding Warrants).
The issued share capital of British Energy as at 1.00 p.m. (London time) on 5 December 2008 is 1,035,949,767 and the enlarged share
capital of British Energy (assuming the full exercise of the NLF Conversion Right but no exercise of currently outstanding Warrants) is
1,607,154,501.
Elections for and closing of Partial CVR Alternative
The Partial CVR Alternative (which comprises the Basic CVR Alternative and the Additional CVR Election Facility) is conditional upon the
Ordinary Offer becoming or being declared unconditional in all respects and Eligible British Energy Ordinary Shareholders who hold at least
40 million British Energy Ordinary Shares validly electing (without, where permitted, subsequently withdrawing) for the Basic CVR
Alternative in respect of these shares by the First CVR Calculation Date.
As at 1.00 p.m. (London time) on 5 December 2008, Lake Acquisitions had received valid elections for the Basic CVR Alternative in
respect of 207,657,505 British Energy Ordinary Shares.
As set out in the offer document dated 5 November 2008 (the "Offer Document"), to the extent that valid elections for Nuclear Power
Notes pursuant to the Basic CVR Alternative and the number of Nuclear Power Notes required to be reserved to satisfy any Eligible British
Energy Shareholder who may validly elect for Nuclear Power Notes under the Compulsory Acquisition Procedure (if applicable) together exceed
the Maximum Nuclear Power Note Number (being, in summary, the lower of 520,157,401 and such number as represents 32.28 per cent. of the
number of British Energy Shares acquired or agreed to be acquired or in respect of which valid acceptances have been received, and not
withdrawn, howsoever acquired) at the First CVR Calculation Date, the entitlement of Eligible British Energy Ordinary Shareholders validly
electing for the Basic CVR Alternative will be scaled back as nearly as reasonably practicable pro rata to the number of British Energy
Ordinary Shares in respect of which they have so elected. The minimum entitlement (after scaling back) will be approximately 0.679 of a Nuclear Power Note per British Ordinary Share. On the basis of the
acceptances received as at 1:00 p.m. (London time) on 5 December 2008, assuming that the Ordinary Offer has become or been declared
unconditional in all respects and that there are no withdrawals of acceptances received, valid elections would not exceed the Maximum
Nuclear Power Note Number on the First CVR Calculation Date and the entitlement of Eligible British Energy Ordinary Shareholders validly
electing for the Basic CVR Alternative would not be scaled back.
The Board of Lake Acquisitions announces that the Partial CVR Alternative was closed at 1.00 p.m. (London time) on 5 December 2008 in
accordance with the terms of the Offers set out in the Offer Document.
The Partial CVR Alternative remains subject to the Ordinary Offer becoming or being declared unconditional in all respects and, after
deducting any permitted withdrawals received by then, the remaining, valid elections for the Basic CVR Alternative being in respect of at
least 40 million British Energy Ordinary Shares.
A Cash Offer and Partial CVR Alternative Form of Acceptance which includes an election for the Partial CVR Alternative and is otherwise
validly completed but which is received by Equiniti after 1.00 p.m. (London time) on 5 December 2008 will be taken to constitute an
acceptance of the Cash Offer (and not a valid election for the Partial CVR Alternative). Similarly, a Basic Alternative TTE Instruction or
an Additional Alternative TTE Instruction which settles after 1.00 p.m. (London time) on 5 December 2008 will be taken to constitute an
acceptance of the Cash Offer (and not a valid election for the Partial CVR Alternative).
Extension of Offer Period
The Board of Lake Acquisitions further announces that, with the exception of the Partial CVR Alternative which was closed at 1.00 p.m.
(London time) on 5 December 2008, the Offers which remain subject to the terms and conditions set out or referred to in the Offer Document,
are being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on 5 January 2009.
Acceptance Procedure
Holders of British Energy Shares in certificated form who are eligible to do so can accept the Offers in respect of such shares by
completing and returning a Form of Acceptance in accordance with the procedure set out in paragraph 19(a) of the letter from Lake
Acquisitions in the Offer Document as soon as possible to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA and, in any
event, so as to be received by 1.00 p.m. (London time) on 5 January 2009.
Holders of British Energy Shares in certificated form, but under different designations, should complete a separate Form of Acceptance
for each designation.
Holders of British Energy Shares in uncertificated form (that is, in CREST) who are eligible to do so can accept the Offers in respect
of such shares by TTE Instruction in accordance with the procedure set out in paragraph 19(b) of the letter from Lake Acquisitions as soon
as possible and, in any event, so that the TTE Instruction settles no later than 1.00 p.m. (London time) on 5 January 2009. If those shares
are held under different member account IDs, a separate TTE Instruction should be sent for each member account ID. Holders that are CREST
sponsored members should refer to their CREST sponsor before taking any action. Only a CREST sponsor will be able to send the TTE
Instructions to Euroclear in relation to such Holders' British Energy Shares.
Further details of the acceptance procedure can be found in the Offer Document. Copies of the Offer Document can be obtained from (i)
Lake Acquisitions' registered office at 40 Grosvenor Place, Victoria, London SW1X 7EN; and (ii) in electronic form on the EDF Group's
website at http://investisseurs.edf.com.
Additional copies of the Forms of Acceptance can be obtained from Equiniti who can be contacted from 8.30 a.m. to 5.30 p.m. (London
time) Monday to Friday (except UK public holidays) on 0871 384 2911* (from within the UK) and +44 121 415 0142 (from outside the UK). *Calls
from within the UK are charged at 8 pence per minute from a BT landline. Other providers' costs may vary. Alternatively, you may contact
Equiniti in writing at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
Interests in Relevant Securities
At the close of business on 4 December 2008 (being the latest practicable date prior to this announcement), the following persons acting
in concert with Lake Acquisitions were interested in and/or had a right to subscribe in respect of securities in British Energy:
Party Number of British Energy Ordinary Shares
BNP Paribas 13,744,818
Goldman Sachs International 14,990
Save as disclosed, neither Lake Acquisitions nor any person acting in concert with it, so far as Lake Acquisitions is aware, is
interested in or has a right to subscribe for securities in British Energy.
Enquiries
EDF
PRESS ENQUIRIES Tel:+33 1 40 42 46 37
Marie-Sylvie de Longuerue +33 1 40 42 73 97
Fran?s Molho +33 1 40 42 25 90
INVESTOR/ANALYSTS ENQUIRIES
David Newhouse
St?anie Roger-Selwan +33 1 40 42 32 45
+33 1 40 42 18 48
Further Information
Unless otherwise defined in this announcement, capitalised words and phrases used herein have the same meanings given to them in the
Offer Document.
Merrill Lynch is acting for EDF and Lake Acquisitions and no-one else in connection with the Offers and will not be responsible to
anyone other than EDF or Lake Acquisitions for providing the protections afforded to clients of Merrill Lynch or for providing advice in
relation to the Offers.
BNP Paribas, which is regulated in the United Kingdom by the Financial Services Authority, is acting for EDF and Lake Acquisitions and
no-one else in connection with the Offers and will not be responsible to anyone other than EDF or Lake Acquisitions for providing the
protections afforded to clients of BNP Paribas or for providing advice in relation to the Offers.
Barclays is acting for Lake Acquisitions and no-one else in connection with the issue of the Nuclear Power Notes and will not be
responsible for providing the regulatory protections afforded to clients of Barclays to anyone other than Lake Acquisitions or for providing
advice in relation to the issue of the Nuclear Power Notes or any other advice. Barclays is regulated in the United Kingdom by the Financial
Services Authority.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States and
any securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US
Securities Act") and any securities mentioned herein may not be offered or sold in the United States absent registration or an exemption
from registration with the US Securities and Exchange Commission. Subject to certain limited exceptions solely with respect to the Cash
Offer (in compliance with applicable US federal securities laws and the securities laws of any state or territory or other jurisdiction of
the United States), the Offers are not being, and will not be, made, directly or indirectly, in or into, or by the use of the mails of, or
any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, the United States or to, or for the account or benefit of, US Persons, and acceptances from US Persons will not be accepted (other
than, in respect of the Cash Offer only, from persons who are both QIBs and QPs). Accordingly, unless Lake Acquisitions, in accordance with
applicable US federal securities laws and the securities laws of any state or territory or other jurisdiction of the United States,
determines otherwise, copies of this announcement, the Offer Document, the Prospectus and any related offering documents are not being
mailed or otherwise distributed or sent in or into the United States or to, or for the account or benefit of, US Persons (including to
British Energy Ordinary Shareholders or Warrantholders or Optionholders with registered addresses in the United States). Persons receiving
such documents (including without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from the
United States or to, or for the account or benefit of, US Persons and so doing may invalidate any purported acceptance of the Offers.
The Offers are not being made, and will not be made, directly or indirectly, in or into Australia, Canada, Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. None of this announcement, Offer Document,
any Form of Acceptance, or the Prospectus constitutes an offer in Australia, Canada, Japan or any other jurisdiction where such offer would
constitute a violation of the relevant laws of such jurisdiction, and the Offers will not be capable of acceptance from or within Australia,
Canada, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly,
except as required by applicable law, copies of this announcement, the Offer Document, any Form of Acceptance and the Prospectus are not
being, and may not be, mailed, forwarded or otherwise distributed or sent in, into or from, Australia, Canada, Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, including to British Energy Ordinary Shareholders or Warrantholders or Optionholders with registered addresses
in the aforementioned jurisdictions or to persons whom Lake Acquisitions knows to be nominees holding British Energy Shares for such
persons. Persons receiving the Offer Document, any Form of Acceptance or the Prospectus (including without limitation nominees, trustees or
custodians) must not forward, distribute or send them into Australia, Canada, Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction.
All British Energy Shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to or
who may have a contractual or legal obligation to, forward the Offer Document or any Form of Acceptance or the Prospectus to any
jurisdiction outside the United Kingdom, should read the details in this regard which are contained in paragraph 19 of the letter from Lake
Acquisitions and in paragraph 6 of Part B of Appendix I and paragraph (c) of Part C and paragraph (c) of Part D of Appendix I of the Offer
Document before taking any action.
The Nuclear Power Notes are highly complex instruments and are only suitable for sophisticated investors. The Nuclear Power Notes will
not be offered directly or indirectly in or into any jurisdiction outside the EEA or in any EEA Excluded Jurisdiction and any purported
acceptance of the Partial CVR Alternative by any person resident in any such jurisdiction may be deemed invalid. For further information on
overseas shareholders, see paragraph 6 of Part B of Appendix I and paragraph (c) of Part C and paragraph (c) of Part D of Appendix I of the
Offer Document.
This is an advertisement and not a prospectus and Eligible British Energy Ordinary Shareholders should not subscribe for or purchase the
Nuclear Power Notes, either pursuant to the Partial CVR Alternative referred to in this announcement or otherwise, except on the basis of
information in the Prospectus published by Barclays Bank PLC on 5 November 2008 in connection with the Offers. Copies of the Prospectus are
available to Eligible British Energy Ordinary Shareholders from (i) Lake Acquisitions' registered office at 40 Grosvenor Place, Victoria,
London SW1X 7EN; (ii) Barclays Bank PLC's registered office at 1 Churchill Place, London E14 5HP; and (iii) Computershare's specified office
at PO Box 82, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; and (iv) in electronic form on EDF Group's website at
http://investisseurs.edf.com.
The Nuclear Power Notes and the Lake CVRs will not be offered or sold in the United States or to, or for the account or benefit of, US
Persons, or to residents of Australia, Canada, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction. The Nuclear Power Notes and the Lake CVRs have not been and will not be registered under the US Securities Act or the
securities laws of any state or territory or other jurisdiction of the United States and may not be offered, sold, transferred or delivered,
directly or indirectly, in the United States or to, or for the account or benefit of, US Persons except pursuant to an exemption from, or in
a transaction not subject to the registration requirements of the US Securities Act and any applicable US state securities laws. The issuer
of the Nuclear Power Notes and the issuer of the Lake CVRs have not been and will not be registered under the US Investment Company Act of
1940 (as amended). Accordingly, the Nuclear Power Notes and the Lake CVRs are only being offered and sold outside the United States to non-US Persons in offshore transactions that
meet the requirements of Regulation S under the Securities Act and may not and will not be offered or sold in the United States or to, or
for the account or benefit of, US Persons. Any Eligible British Energy Ordinary Shareholder who validly elects for the Partial CVR
Alternative, and any Noteholder, prior to acquiring Lake CVRs from Barclays or its agents in the event of an early redemption of the Nuclear
Power Notes, will be required to represent and agree that it is not a US Person, and (i) it is not accepting or acquiring Nuclear Power
Notes or Lake CVRs (as the case may be) for the account or benefit of a US Person, and (ii) any account located in the United States for
whose benefit it is accepting or acquiring Nuclear Power Notes or Lake CVRs (as the case may be) is both a QP and a non-natural person.
Following an early redemption of the Nuclear Power Notes any Noteholder who cannot validly make such representation will receive a cash amount calculated by reference to the net realised sale proceeds (if
any) of the Lake CVRs.
This information is provided by RNS
The company news service from the London Stock Exchange
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