RNS Number : 4535L
Lake Acquisitions Limited
12 January 2009
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
12 January 2009
Recommended Offers
by
Lake Acquisitions Limited
(a wholly-owned subsidiary of EDF)
to acquire
British Energy Group plc
Commencement of the Compulsory Acquisition Procedure
On 5 January 2009, Lake Acquisitions Limited ("Lake Acquisitions") announced that its 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 had become unconditional in all respects.
In the same announcement on 5 January 2009, Lake Acquisitions further announced that, with the exception of the Partial CVR Alternative
which was closed at 1.00 p.m. (London time) on 5 December 2008, the Ordinary Offer was extended and will remain open until further notice.
At least 30 days' notice will be given before the Ordinary Offer is closed.
Levels of Acceptances
Subsequent to the levels of acceptances announced on 5 January 2009, as at 5.00 p.m. (London time) on 8 January 2009, Lake Acquisitions
had received further acceptances of the Ordinary Offer in respect of 10,823 British Energy Ordinary Shares representing 0.00 per cent. of
the current issued share capital of British Energy.
Accordingly, as at 5.00 p.m. (London time) on 8 January 2009 Lake Acquisitions either owned or had received valid acceptances in respect
of a total of 1,550,113,345 British Energy Shares, representing in aggregate approximately 96.44 per cent. of the current issued share
capital of British Energy.
Compulsory Acquisition
As set out in the offer document dated 5 November 2008 (the "Offer Document"), Lake Acquisitions intends to exercise its rights pursuant
to sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining British Energy Ordinary Shares on the
same terms as the Offers.
As a result of Lake Acquisitions receiving acceptances in respect of not less than 90 per cent. in value of the British Energy Ordinary
Shares to which the Ordinary Offer relates and not less than 90 per cent. of the voting rights carried by those shares, Lake Acquisitions is
today posting compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 to British Energy
Shareholders who have not yet validly accepted the Ordinary Offer. The Notices set out Lake Acquisitions' intention to apply the provisions
of section 979 of the Companies Act 2006 to acquire compulsorily all outstanding British Energy Ordinary Shares on the same terms, including
the same choice of consideration, as originally available under the Ordinary Offer.
With the exception of the Partial CVR Alternative which was closed at 1.00 p.m. (London time) on 5 December 2008, the Ordinary Offer has
been extended and will remain open until further notice. At least 30 days' notice will be given before the Ordinary Offer is closed.
Warrants
As announced on 5 January 2009, in accordance with the terms and conditions applicable to the Warrants, British Energy posted notices to
Warrantholders on 5 January 2009, informing them that they may exercise their rights to subscribe for British Energy Ordinary Shares for a
period of 30 days until 5 February 2009 ("Subscription Rights"). The last day on which Warrantholders may exercise their Subscription Rights
is 5 February 2009. If at the end of the 30-day period there are any Warrants in respect of which the Subscription Rights have not been
exercised, British Energy will appoint a trustee who is expected at that date to accept (on Warrantholders' behalf) an offer which Lake
Acquisitions has undertaken to make in respect of the unexercised Warrants.
Lake Acquisitions today confirms that it has procured that British Energy applied to the UK Listing Authority for the cancellation of
listing of the Warrants on the Official List and to the Main Market of the London Stock Exchange for the cancellation of admission to
trading of the Warrants on its main market for listed securities, to take effect no earlier than 9 February 2009.
Acceptance Procedure
Holders of British Energy Ordinary Shares in certificated form who are eligible to do so may only accept the Cash Offer 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.
Holders of British Energy Ordinary Shares in certificated form, but under different designations, should complete a separate Form of
Acceptance for each designation.
Holders of British Energy Ordinary Shares in uncertificated form (that is, in CREST) who are eligible to do so may only accept the Cash
Offer 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. 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 Ordinary 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.
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 +33 1 40 42 32 45
David Newhouse +33 1 40 42 18 48
St?anie Roger-Selwan
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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