International Power plc Scheme of arrangement

TIDMIPR

RNS Number : 4686G

International Power plc

29 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

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

Scheme Effective

29 June 2012

Further to the announcements dated 28 June 2012, the Independent IPR Directors announce that the Court Order relating to the Scheme and associated Capital Reduction has now been delivered to, and registered by, the Registrar of Companies and accordingly the Scheme has now become effective in accordance with its terms.

It is expected that trading in IPR Shares on the London Stock Exchange's market for listed securities and the listing of IPR Shares on the Official List will be cancelled with effect from 8.00 a.m. on 2 July 2012.

The latest date for despatch of cheques in respect of cash consideration, Loan Note Certificates in respect of the consideration due under the Loan Note Alternative and for settlement of cash consideration through CREST is 13 July 2012.

Terms defined in the scheme document published by IPR on 14 May 2012 shall have the same meaning(s) when used in this announcement.

For further information:

   Analyst/Investor Enquiries                               Media Enquiries 
   Aarti Singhal                                                      Sally Hogan 
   Tel: [phone]                                        Tel: [phone] 

Finsbury

Dorothy Burwell [phone]

 
 International Power Convertible 
  Bond Enquiries 
 
  Morgan Stanley 
  Samuel Barnett                      [phone] 
  Will Sorby                          [phone] 
 
  Barclays                            [phone] 
  Nishant Amin 
  Aditya Shenoy 
 
  Nomura 
  Oliver Tucker                       [phone] 
  Laurence O'Shaughnessy              [phone] 
 
  International Power's Financial 
  Advisers 
 Morgan Stanley 
  Simon Smith 
  Chris Thiele 
  Laurence Hopkins 
  Paul Baker                         [phone] 
 Barclays 
  Alisdair Gayne 
  Richard Taylor 
  Matthew Ponsonby 
  Iain Smedley                       [phone] 
 Nomura 
  William Vereker 
  Andrew McNaught 
  Jean-Philippe Favre                [phone] 
 
 

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.

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.

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.

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 [phone].

Publication on Website

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in certain 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

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