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: +44 207 320 8681 Tel: +44 207 320 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
Barclays +44 20 7623 2323
Nishant Amin
Aditya Shenoy
Nomura
Oliver Tucker +44 20 7102 3482
Laurence O'Shaughnessy +44 20 7102 5627
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.
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 +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 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
END
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