TIDMIPR
RNS Number : 6833F
International Power plc
19 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
19 June 2012
RECOMMENDED CASH OFFER FOR INTERNATIONAL POWER PLC ("IPR") by
ELECTRABEL S.A. ("EBL"), A WHOLLY-OWNED SUBSIDIARY OF GDF SUEZ S.A.
("GDF SUEZ")
To be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Required Regulatory Confirmations Received
On 16 April 2012, the Independent IPR Directors and the board of
directors of EBL announced that they had reached agreement on the
terms of a recommended cash offer to be made by EBL pursuant to
which EBL will acquire the entire issued and to be issued share
capital of IPR not already directly or indirectly owned by GDF SUEZ
(the "Offer"), to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). The full terms of, and conditions to, the Offer were set
out in the scheme document issued by IPR on 14 May 2012 (the
"Scheme Document").
Further to the announcement made by IPR on 7 June 2012 that the
Scheme and its implementation were approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and of IPR
Shareholders at the General Meeting, IPR announces that all
necessary approvals and/or confirmations from the relevant
authorities in relation to each of the regulatory clearances
specifically identified as conditions to the Offer have been
received.
Any capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Scheme Document.
Next Steps
Completion of the Scheme remains subject to the satisfaction or
(if capable of waiver) waiver of the remaining conditions set out
in Part 3 of the Scheme Document, including the sanction of the
Scheme by the Court. The Court hearing to sanction the Scheme and
confirm the associated Capital Reduction is scheduled to take place
on 28 June 2012. It is expected that dealings in IPR Shares will be
suspended with effect from 7.00 p.m. on 27 June 2012 and that the
Scheme will become effective on 29 June 2012.
IPR Shareholders are reminded that the latest time for lodging
of green Forms of Election and TTE Instructions in respect of the
Loan Note Alternative is 11.00 a.m. on 27 June 2012 and that the
availability of the Loan Note Alternative remains subject to
elections for such alternative resulting in the issue of at least
GBP20 million nominal value of Loan Notes.
Enquiries:
International Power
Analyst/Investor Enquiries: Media Enquiries
IPR IPR
Aarti Singhal +44 20 7320 8681 Sally Hogan +44 20 7320 8678
Finsbury
Dorothy Burwell +44 20 7251
3801
International Power Convertible
Bond Enquiries
Morgan Stanley
Samuel Barnett +44 20 7425 2947
Will Sorby +44 20 7677 0557
International Power's Financial
Advisers
Morgan Stanley
Simon Smith
Chris Thiele
Laurence Hopkins
Paul Baker +44 20 7425 8000
Barclays
Alisdair Gayne
Richard Taylor
Matthew Ponsonby
Iain Smedley +44 20 7623 2323
Nomura
William Vereker
Andrew McNaught
Jean-Philippe Favre +44 20 7102 1000
Morgan Stanley is acting exclusively for IPR and no one else in
relation to the Offer and will not be responsible to anyone other
than IPR for providing the protections afforded to the clients of
Morgan Stanley or for providing advice in relation to the Offer or
the contents of this announcement or any other matter or
arrangement referred to herein.
Barclays is acting exclusively for IPR and no one else in
relation to the Offer and will not be responsible to anyone other
than IPR for providing the protections afforded to the clients of
Barclays or for providing advice in relation to the Offer, or the
contents of this announcement or any other matter or arrangement
referred to herein. Barclays is authorised and regulated in the
United Kingdom by the FSA.
Nomura is acting exclusively for IPR and no one else in relation
to the Offer and will not be responsible to anyone other than IPR
for providing the protections afforded to the clients of Nomura or
for providing advice in relation to the Offer, or the contents of
this announcement or any other matter or arrangement referred to
herein. Nomura is authorised and regulated in the United Kingdom by
the FSA.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or an invitation to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities or the
solicitation of any offer to buy any securities or of any vote or
approval pursuant to the Offer or otherwise, in any jurisdiction in
which such offer, invitation or solicitation is unlawful, nor shall
there be any sale, issue or transfer of the securities referred to
in this announcement in any jurisdiction in contravention of
applicable law. The Offer will be made solely by means of the
Scheme Document (and the accompanying Forms of Proxy and Form of
Election) or any document by which the Offer is made which will
contain the full terms and conditions of the Offer, including
details of how to vote in respect of the Offer or to elect to sell
shares in connection with the Offer, as the case may be. Any
decision in respect of, or other response to, the Offer should be
made only on the basis of the information contained in the Scheme
Document or any document by which the Offer is made.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside England and Wales.
Loan Note Restricted Scheme Shareholders will, under the Offer,
only be entitled to receive cash consideration for the IPR Shares
they hold and they will not have the option of taking Loan Notes
under the Loan Note Alternative. Any purported election for the
Loan Note Alternative by such investors will be treated as invalid
by EBL.
The Loan Notes that may be issued pursuant to the Loan Note
Alternative have not been, and will not be, listed or traded on any
stock exchange and have not been, and will not be, registered under
the US Securities Act of 1933 or under any laws of any state,
district or other jurisdiction of the United States; the relevant
clearances have not been, nor will they be, obtained from the
securities commission or similar authority of any province,
territory or jurisdiction of Canada; nor have any steps been taken,
nor will any steps be taken, to enable the Loan Notes to be offered
in compliance with applicable securities laws of Belgium, Hong
Kong, New Zealand or Japan and no regulatory clearances in respect
of the Loan Notes have been, or will be, applied for in any other
jurisdiction. Accordingly, unless an exemption under relevant
securities laws is available, the Loan Notes are not being, and may
not be, offered, sold, resold, delivered or transferred, directly
or indirectly, in or into the United States, or for the account or
benefit of, any Loan Note Restricted Scheme Shareholder or into a
jurisdiction in which an offer of Loan Notes would constitute a
violation of the relevant laws of, or require registration of the
Loan Notes, in that jurisdiction or require the filing,
registration or publication of a prospectus pursuant to applicable
securities laws of that jurisdiction. The Loan Notes are not being
offered in, and may not be transferred into, the United States and
the Scheme does not constitute an offer of Loan Notes in the United
States. There will be no public offer of securities in the United
States. Neither the US Securities and Exchange Commission nor any
US state securities commission has approved or disapproved of the
Loan Notes, or determined if this document is accurate or complete.
Any representation to the contrary is a criminal offence.
IPR and EBL urge IPR Shareholders to read the Scheme Document
because it contains important information relating to the
Offer.
Non-UK Residents
The release, publication or distribution of this announcement
and the availability of the Offer to IPR Shareholders in certain
jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by EBL and IPR or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from any jurisdiction where to do so would violate the laws in
that jurisdiction (each a "Restricted Jurisdiction") and no person
may vote in favour of the Offer by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all other documents
relating to the Offer (including custodians, nominees and trustees)
must not mail or otherwise distribute or send them in, into or from
such jurisdictions where to do so would violate the laws in that
jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any paper offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at http://www.thetakeoverpanel.org.uk/,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge, on IPR's and GDF SUEZ's websites
www.iprplc-gdfsuez.com and www.gdfsuez.com, respectively.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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