RNS Number : 0336L
Lake Acquisitions Limited
02 January 2009
THIS NOTICE IS 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
2 January 2009
Recommended Offers
by
Lake Acquisitions Limited
(a wholly-owned subsidiary of EDF)
to acquire
British Energy Group plc
Waiver of Outstanding Conditions save for the Acceptance Condition
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. On 8 December 2008, Lake Acquisitions announced, with the exception of the Partial CVR Alternative,
which closed at 1.00 p.m. (London time) on 5 December 2008, the extension of the Offers which will remain open for acceptance until 1.00
p.m. (London time) on 5 January 2009.
On 22 December 2008, the European Commission announced its decision to approve, subject to conditions, the acquisition of British Energy
by Lake Acquisitions.
As previously announced, Lake Acquisitions has 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 (the "NLF Irrevocable"). This
undertaking is conditional upon the Offers having become, or becoming as a result of such exercise and acceptance, unconditional in all
respects.
In connection with the NLF Irrevocable, Lake Acquisitions today, 2 January 2009, announces that it:
* hereby waives all of the outstanding conditions to the Offers contained in Part A of Appendix I of the offer document dated 5
November 2008 (the "Offer Document"), save for the acceptance condition; and
* in accordance with the terms of the NLF Irrevocable, has served notice on the Secretary of State and NLF requiring them to
exercise the right of NLF to convert its entitlement to the NLF Cash Sweep Payment into British Energy Convertible Shares and to accept the
Convertible Offer in respect of its entire resulting holding of British Energy Convertible Shares.
Accordingly, upon the exercise by NLF of the NLF Conversion Right and its subsequent acceptance of the Convertible Offer in respect of
its entire resulting holding of British Energy Convertible Shares, the Offers will become unconditional in all respects. Lake Acquisitions
will make a further announcement at the appropriate time.
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
Carole Trivi +33 1 40 42 44 19
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
END
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