FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
September 24, 2004
BRITISH ENERGY PLC
(Registrant's name)
3 Redwood Crescent
Peel Park
East Kilbride G74 5PR
Scotland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X..
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
Exhibit Index
The following document (bearing the exhibit number listed below) is furnished
herewith and is made a part of this Report pursuant to the General Instructions
for Form 6-K:
Exhibit Description
No. 1 RNS Announcement, re: EGM Circular dated 24 September, 2004
24 September 2004
British Energy plc
Set out below, for information purposes, is the full text of the circular sent
to shareholders today requisitioning an Extraordinary General Meeting to be held
on 22 October 2004.
Requisitioned Extraordinary General Meeting
Introduction
I am writing to you in what I believe are highly unusual circumstances. On 1
October 2003 the Company announced that it had entered into a Creditor
Restructuring Agreement with certain of its creditors. The Creditor
Restructuring Agreement committed the Company to implement an agreed
restructuring ("the Agreed Restructuring"). Details of the Agreed Restructuring
are set out in Appendix 1. The Company will shortly be issuing a circular and an
accompanying prospectus to shareholders with full details of the proposals to
implement the Agreed Restructuring, which all Directors expect to recommend
shareholders approve. Capitalised terms not defined in this letter bear the same
meaning as in Appendix 1.
On 3 September 2004 two groups of shareholders, together holding 10.22% of the
Company's Ordinary Shares, requisitioned an extraordinary general meeting (the
"Requisitioned EGM"). Those groups of shareholders were Polygon Investment
Partners, LLP ("Polygon"), Brandes Investment Partners, LLC and their respective
associates (together, "Polygon and Brandes"). The Company is, as a result,
obliged under the Companies Act 1985 to call the Requisitioned EGM.
The Creditor Restructuring Agreement is, subject to certain important conditions
(set out in Appendix 1), a binding agreement containing both specific
obligations and a reasonable efforts obligation to implement the Agreed
Restructuring. The resolutions proposed by Polygon and Brandes seek to prohibit
the Company from taking certain actions which may be necessary to implement the
Agreed Restructuring.
Yesterday, I sent you a letter giving notice of the Company's intention to apply
to delist the Ordinary Shares and A Shares. A further explanation of this letter
is given in the section titled "Cancellation of listing of shares and other
steps" below.
Resolutions to be proposed at the Requisitioned EGM
Polygon and Brandes have requisitioned three special resolutions and two
ordinary resolutions to be proposed at the Requisitioned EGM (each, a
"Resolution"). The Resolutions requisitioned by Polygon and Brandes are set out
in the Notice of Requisitioned EGM at the end of this letter.
Special resolutions
In brief, Resolutions 1 to 3 will prevent the Company from:-
1. delisting its shares from the Official List;
2. amending or extending the Creditor Restructuring Agreement; and
3. selling its business or issuing shares in any of its subsidiaries,
in each case without a further special resolution of the Company.
Resolution 1 has the effect, if passed, of requiring the Company to seek
shareholder approval prior to applying for the cancellation of its listings. If
the Company were required, under the terms of the Creditor Restructuring
Agreement, to take steps to cancel the London listings of its shares, but could
not do so as a result of a failure to achieve such shareholder approval, the
Company believes, having taken legal advice, that it would be likely to be in
breach of the Creditor Restructuring Agreement.
The Company has been informed by certain creditors to whom it and its
subsidiaries ("the Group") owe significant amounts that if that happens and they
cannot compel the Company to perform the Creditor Restructuring Agreement they
will take steps to terminate the Creditor Restructuring Agreement and the
related standstill arrangements. They have said they will then take steps to
recover amounts owing to them including taking steps to force the Company into
administration. If that happens then we believe that other creditors also a
party to the Creditor Restructuring Agreement will also demand payment.
Therefore the Group will come under a requirement to pay GBP1.5 billion (the
"Standstill Sum") to creditors and British Nuclear Fuels plc ("BNFL"). The Group
does not have the resources to pay that amount. Appendix 2 contains further
details describing the Standstill Sum.
In addition to an obligation to pay the Standstill Sum there would be other
adverse consequences of termination of the Creditor Restructuring Agreement
including disruption to the Company's trading activities.
It should be noted that following receipt of EU approval for the Restructuring
Aid within the Agreed Restructuring additional justification would be required
to enable the Government to provide emergency financial support, as it
previously did, under the Rescue Aid provisions of EU law. Therefore no
assurance can be given that the Government could provide such support even if it
wished to do so.
As a result of the breach of the Creditor Restructuring Agreement the Company
may be exposed to significant claims for damages for breach of contract.
Because the creditors have said that they would be demanding immediate repayment
of monies that the Company judges, for the reasons set out above, it would be
unable to pay, we consider that the directors of the Company would have no
choice but to place the Company into administration.
Ordinary resolutions
The two ordinary resolutions advise the board (rather than require it) to act in
a particular way. In brief Resolutions 4 and 5 advise the board:-
4. to use reasonable efforts to obtain more advantageous terms for shareholders
than available under the Agreed Restructuring; and
5. that shareholders do not wish the cancellation of the Company's listing to
occur.
As Resolutions 4 and 5 are advisory only they do not prevent the implementation
of the Agreed Restructuring and as a result have less serious implications for
the Company. They do, however, represent an attempt to constrain the board in
these unusual and difficult circumstances and the board considers them
inappropriate.
Legal claims
On 17 September 2004 certain of the Company's bondholders commenced proceedings
against Polygon and Brandes for, amongst other things, the tort of inducing or
procuring a breach of the Creditor Restructuring Agreement or otherwise
unlawfully interfering with its due performance.
Shareholders should consider taking legal advice as to their position in these
unusual circumstances. In the event that Resolutions 1 and 3 are passed, the
board has considered the position of shareholders who vote in favour of those
resolutions and has taken legal advice in this connection. The board has had
legal advice that there is a risk that such shareholders could face significant
claims against them by parties to the Creditor Restructuring Agreement in tort,
for inducing or procuring a breach of that agreement or otherwise unlawfully
interfering with its due performance. No assurance can be given that there is no
risk of such claims being successful.
It is, however, true that the steps being taken by the Company described below
under the heading "Cancellation of listing of shares and other steps" reduce
those risks, if successfully implemented. The reason for this is that the steps
seek to avoid the Company being in breach of contract.
Polygon's proposal
Polygon claim that an alternative restructuring to the Agreed Restructuring
could be put in place enabling the Standstill Sum to be repaid, to the extent
necessary. Polygon made an alternative proposal to the Company in outline terms
in June 2004. A short summary of that alternative proposal is set out in
Appendix 3 to this letter.
That proposal includes at least three requirements. They are (i) a bridge
financing of up to GBP778 million (which will be refinanced by a rights issue
and a bond placement), (ii) the continued willingness of the Government and
BNFL to support a solvent restructuring on the same terms, and (iii) the
agreement of the Eggborough Banks to accept less than the face value of their
indebtedness.
The Company does not believe that any fundraising of the type envisaged by
Polygon will be capable of implementation against the backdrop of the likely and
undoubtedly significant claims that will be made by the parties to the Creditor
Restructuring Agreement against the Company for breach of contract and the
resulting loss of economic benefit of the Creditor Restructuring Agreement. As a
result, an alternative restructuring would need the agreement of all creditors
that are a party to the Creditor Restructuring Agreement and related
arrangements, including the Government, BNFL, the Bondholders, RBS, the
Eggborough Banks and the power purchase contract counterparties. The Company
believes that there can be no assurance that such agreement would be reached.
Furthermore, the Company does not believe that there can be any assurance that
the Government will agree to support Polygon's alternative restructuring or
indeed any restructuring other than the Agreed Restructuring.
For these reasons in particular and in these circumstances, the Company is
satisfied that the alternative restructuring proposed by Polygon is highly
unlikely to be capable of implementation.
In conclusion Polygon and Brandes' resolutions endanger the Company and the
interests of creditors and shareholders.
Cancellation of listing of shares and other steps
Given the Company's obligations under the Creditor Restructuring Agreement, and
the risks if the Resolutions are passed, we will take what steps we can, before
the Resolutions are put to shareholders, to place the Company in a position
where it can implement the Agreed Restructuring even if the Resolutions are
passed.
On 23 September 2004, I sent you a letter notifying shareholders, in accordance
with the Company's obligations under the Listing Rules, that the Company intends
to seek cancellation and apply to the UK Listing Authority ("UKLA") to cancel
the listing of ordinary shares of 44 28/43p each ("Ordinary Shares") and A
Shares of 60p each ("A Shares") in the capital of the Company from the Official
List of the UKLA at the end of the 20 day notice period, such cancellation to
take immediate effect. As explained in that letter, the UKLA is expected to make
a decision upon the cancellation on 20 October 2004 and we expect the
cancellation to take effect at 8.00 a.m. on 21 October 2004 and the last day for
dealings in Ordinary Shares and A Shares on the main market of the London Stock
Exchange to be 20 October 2004. In making its decision the UKLA will take into
account all relevant circumstances pertaining at the time. Under the Listing
Rules, the Company may apply to delist the Ordinary Shares and A Shares from the
Official List without shareholder approval.
Following the publication of my letter to you yesterday, the New York Stock
Exchange ("NYSE") has announced that it has determined that the American
Depositary Receipts should be suspended prior to the opening of trading on
Tuesday, 28 September 2004, subject to any material adverse developments. The
Company has a right to a review of this determination by a Committee of the
Board of Directors of the NYSE. Application to the Securities and Exchange
Commission to delist the issue will be made after the completion of applicable
delisting procedures, including any appeal by the Company of the NYSE staff's
decision.
If, as we believe appropriate, the UKLA decides to proceed with the cancellation
the UKLA will cancel the listings and notify the Company formally of its
decision. After a further period which we would expect to be 28 days, during
which under the statutory notice regime the Company is entitled to make
representations to the UKLA, the UKLA will decide again, taking into account all
relevant circumstances pertaining at the time including any representations
received, whether to confirm the cancellation which has already been effected.
The Company will support the cancellation and therefore expects any cancellation
which is effected to be confirmed. The purpose of the cancellation is to avoid
the risk of the Company being in the position where it may breach the Creditor
Restructuring Agreement. The Company is not intending to apply to the UKLA to
cancel the London listing of its bonds due in 2003, 2006 and 2016.
Resolution 2 seeks to prevent the extension of the long-stop dates in the
Creditor Restructuring Agreement or the amendment of that agreement. The board
does not believe that it would be responsible for the board to allow the Company
to be in a situation where it may be forced into an insolvency process because
it cannot extend those long-stop dates. The board therefore intends to seek to
negotiate and agree a binding extension of the Creditor Restructuring Agreement
prior to the Requisitioned EGM. The board will also consider whether other
amendments to the Creditor Restructuring Agreement are required for similar
reasons. Were it not for the proposing of Resolution 2, the board would not
consider it necessary to take these steps at this time.
In addition, in accordance with the Creditor Restructuring Agreement, and prior
to the Requisitioned EGM we will execute a business transfer agreement whereby
the Company's assets will, conditionally on the Agreed Restructuring becoming
effective, be transferred to a new company which would become an intermediate
holding company of the restructured British Energy group. We do not therefore
anticipate that Resolution 3 will prevent implementation of the Agreed
Restructuring.
These steps are intended to mitigate the damage that might be caused if the
Resolutions are passed, but the taking of the steps and passing of the
Resolutions still give rise to difficulties. Therefore the directors urge you to
vote AGAINST all the Resolutions at the Requisitioned EGM.
None of these steps would, of themselves, affect implementation of the Agreed
Restructuring. In particular they will not deprive shareholders of the
opportunity, under the Agreed Restructuring if it proceeds, to receive 2.5 per
cent. of the ordinary share capital of the restructured Group and warrants over
a further 5 per cent. if the Members' Scheme becomes effective or only warrants
over 5 per cent. if the Disposal is approved.
Requisitioned EGM
A notice convening the Requisitioned EGM is set out at the end of this letter.
The Requisitioned EGM is to be held at 3.00 p.m. on 22 October 2004 at Hampden
Park Conference Centre, Glasgow G42 9BA.
Action to be taken
Holders of Ordinary Shares will find enclosed a pre-paid RED Form of Proxy for
use at the Requisitioned EGM. If you do not intend to attend the Requisitioned
EGM, you should complete and return the Form of Proxy by post or by hand (during
normal business hours) to the Registrars, Lloyds TSB Registrars, so as to arrive
not later than 48 hours before the time for holding the meeting. Completion and
return of a Form of Proxy will not affect your right to attend and vote at the
Requisitioned EGM.
Holders of A Shares need take no action.
If you have any questions relating to this process or the completion and return
of the Form of Proxy, please contact our helpline on freephone 0800 035 0844 (or
if calling from outside the UK +44 (0) 1295 225 285 (calls charged at applicable
rates)), Monday to Friday 9.00 a.m. to 5.00 p.m. (UK time). The helpline cannot
provide advice on the merits or otherwise of the matters described in this
circular, nor give any financial advice.
Recommendation
The Agreed Restructuring remains subject to a number of important conditions and
significant uncertainties and will result in a very significant dilution of the
interests of shareholders. Nevertheless, the directors consider that the Agreed
Restructuring is in the best interests of the Group and the shareholders as a
whole. Accordingly, the Directors unanimously recommend that shareholders vote
AGAINST all of the Resolutions to be proposed at the Requisitioned EGM.
Yours sincerely,
Adrian Montague C.B.E
APPENDIX 1
Agreed Restructuring
In October 2003, British Energy entered into binding agreements, the Creditor
Restructuring Agreement and the Government Restructuring Agreement, setting out
the terms of the Restructuring of the British Energy group of companies (the
"Group") with certain of its creditors and the Secretary of State for Trade and
Industry (the "Restructuring Agreements"). The Creditor Restructuring Agreement
contains both specific obligations and a reasonable efforts obligation to
implement the Agreed Restructuring.
As described in the announcement of 1 October 2003, pursuant to the Agreed
Restructuring, certain creditors of the Group have agreed to extinguish their
claims against companies within the Group in exchange for the issue to them of
new shares in a new holding company of the restructured group, now named British
Energy Group plc ("New British Energy") and new bonds of a new intermediate
holding company, now named British Energy Holdings plc ("Holdings").
As part of the Agreed Restructuring, it is proposed that the Company will become
a wholly-owned subsidiary of New British Energy by means of a scheme of
arrangement pursuant to section 425 of the Companies Act 1985 (the "Members'
Scheme") which will require the approval of majorities in number representing
three-fourths in value of the holders of the Ordinary Shares and of holders of
the A Shares and the sanction of the Court of Session in Scotland. If
shareholders approve the Members' Scheme, they will receive new ordinary shares
in New British Energy ("New Shares") equal to 2.5 per cent. of the share capital
of New British Energy plus warrants ("Warrants") entitling them to subscribe
GBP28.95 million for additional New Shares equal to 5.0 per cent. of the thereby
diluted share capital of New British Energy (excluding the impact of conversion
of the NLF Cash Sweep Payment (as discussed below)).
If the Members' Scheme cannot be implemented, the Company is required to dispose
of all its assets (including its shares in its subsidiaries) to Holdings in
exchange for Holdings agreeing to assume all of the Company's liabilities (the
"Disposal"). In view of its size, the Disposal would, if the Company were listed
at such time, constitute a "Class 1" transaction for the purposes of the listing
rules (the "Listing Rules") made by the UKLA and, notwithstanding the expected
cancellation of the Company's London listings, the Company expects to seek the
approval of a majority of the holders of the Ordinary Shares at a separate
extraordinary general meeting of the Company convened by the board of British
Energy. If holders of Ordinary Shares approve the Disposal at that extraordinary
general meeting (and the Members' Scheme does not become effective), then
shareholders will receive the Warrants but no New Shares. However following the
Disposal the Company would become an empty shell and the shares in the Company
will be worthless.
Ultimately, under the terms of the Creditor Restructuring Agreement, if
shareholders do not approve the Disposal, the Creditor Restructuring Agreement
includes an obligation upon the Company to take steps to delist the Ordinary
Shares and the A Shares from the Official List of the UKLA (the "Official List")
in order for the Disposal to be completed without the requirement to obtain
shareholder approval under the Listing Rules. In these circumstances,
shareholders would receive no New Shares and no Warrants.
The Agreed Restructuring is highly complex and was the result of many months of
negotiations. The key points, as announced in October 2003, are as follows:
- - the Bondholders, RBS, the Significant Creditors and the Eggborough Banks
(each as defined in the Creditor Restructuring Agreement) have agreed
(subject to certain conditions) to extinguish their existing unsecured
claims against the Group in exchange for GBP275m of new bonds ("New Bonds")
and at least 97.5 per cent. of the share capital of New British Energy;
- - the Nuclear Liabilities Fund (the "NLF") will assume financial
responsibility for discharging certain of the Group's uncontracted nuclear
liabilities and costs of decommissioning the Group's nuclear power stations
and the Secretary of State will assume financial responsibility for certain
of the Group's liabilities to British Nuclear Fuels plc ("BNFL") relating to
historic spent fuel and any shortfall in the NLF;
- - in consideration for this assumption of financial responsibility, the
restructured Group will issue GBP275 million New Bonds to the NLF. In
addition, members of the Group will make the following payments to the NLF:
(i) fixed decommissioning contributions of GBP20 million per annum (indexed
to RPI and tapering as stations are scheduled to close); (ii) GBP150,000
(indexed to RPI) for every tonne of fuel loaded into the Sizewell B reactor
after completion of the Agreed Restructuring; and (iii) an annual
contribution equal to a percentage of the Group's adjusted cash flow
(initially 65 per cent. subject to adjustment, but not to exceed 65 per
cent.) (the "NLF Cash Sweep Payment");
- - the entitlement of the NLF to the NLF Cash Sweep Payment is convertible
into an equity shareholding in New British Energy equal to the same
percentage of the thereby enlarged issued share capital. The terms of the
convertible ordinary shares into which such entitlement will convert will
limit the general voting rights attaching to such shares to a maximum of
29.9 per cent;
- - the Eggborough Banks, as creditors with security over Eggborough Power
Limited ("EPL"), have agreed (subject to certain conditions) to replace
their secured claims with a right to payments under an Amended and Restated
Credit Agreement (the "Amended Credit Agreement") having a payment profile
equivalent to GBP150 million of New Bonds (the "CTA Bonds"). In addition,
the Eggborough Banks will have an option to acquire the Eggborough power
station either through a share or asset purchase in 2010 upon payment of a
GBP104 million break fee and the extinguishment of the then GBP83 million of
outstanding CTA Bonds. This option may be accelerated in the event of a
default under the Amended Credit Agreement. The security over EPL under the
Amended Credit Agreement will secure both the GBP150 million bond-equivalent
payments and, through an indemnity for non-performance, the option
acceleration; and
- - the standstill arrangements entered into by British Energy and certain
of its creditors on 14 February 2003 have been extended and will continue
while the Agreed Restructuring is being implemented (subject to the
occurrence of certain termination events).
The Agreed Restructuring remains subject to a large number of important
conditions, including:
- - the Secretary of State's entitlement not to proceed with the Agreed
Restructuring if, in her opinion, the Group will not be viable in all
reasonable foreseeable conditions without access to additional financing
beyond that which is committed and will continue to be available when
required;
- - the restructured Group having sufficient working capital for its present
requirements from the listing of the New Shares and New Bonds;
- - there being no material adverse change in the current or future business
or operations, the financial or trading position, profits or prospects of
the Group as a whole or of EPL or which is likely to have a material adverse
effect on the value of the New Bonds, the New Shares, the CTA Bonds or the
new Eggborough arrangements;
- - continuation of the standstill arrangements described above; and
- - agreement on presently unsettled documents with creditors, Scottish
Court approval, listing of the New Shares and New Bonds and delisting of the
Ordinary Shares and A Shares.
If for any reason the Company is unable to implement the Agreed Restructuring,
it may be unable to meet its financial obligations as they fall due, in which
case it may have to take appropriate insolvency proceedings. If the Company were
to commence insolvency proceedings, distributions, if any, to unsecured
creditors may represent only a small fraction of their unsecured liabilities,
and it is highly unlikely that there would be any return to shareholders.
APPENDIX 2
Standstill Sum
The amounts currently stood still by creditors and BNFL are as follows:
Bondholders GBP408 million (Note 1)
Eggborough Banks/RBS GBP475 million (plus GBP28 million (Note 2))
Power purchase contract
counterparties GBP316 million (Note 3)
BNFL GBP338 million (Note 4)
Notes:
(1) Plus accrued interest.
(2) This is the mark to market value of certain swaps as at 31 March 2004.
(3) This amount represents the claim amounts agreed for the purposes of the
Agreed Restructuring with Enron Capital & Trade Europe Finance LLC, Teesside
Power Limited and Total Gas & Power Limited whose claims are now held by
Deutsche Bank AG.
(4) As at 30 June 2004.
APPENDIX 3
Polygon's proposal
Polygon made a proposal for an alternative restructuring to the Company's
advisers in June 2004. After taking legal advice, the Company informed Polygon's
advisers through the Company's solicitors that the Company's binding obligations
under the Creditor Restructuring Agreement prevented the Company from
co-operating with Polygon (or indeed any other party proposing something similar
in nature) in the preparation of an alternative to the Restructuring.
The Company has not received any further proposal from Polygon or its advisers
(though Polygon has made statements since June 2004 that imply that its ideas
have changed to some extent). The comments that follow are therefore directed at
the plan put to the Company's advisers in June 2004.
Polygon's proposal in June 2004 assumed the following:
- - Arrangements with BNFL and the NLF to remain as in the Agreed
Restructuring.
- - GBP700 million of New Bonds as in the Agreed Restructuring of which GBP425
million would go to existing creditors or new subscribers of New Bonds.
- - Redemption for cash of the GBP408 million nominal of existing bonds for
GBP424 million (based on the formula in the bond trust deeds for early
redemption).
- - Payment of GBP37.5 million to RBS in cash (or, if RBS preferred, New
Bonds) when its letter of credit was called by the Eggborough banks.
- - Payment of, in aggregate, GBP316 million in cash (or, if counter-parties
preferred, New Bonds) to the holders of contracts for differences and power
purchase agreements (PPA), with the possibility of a reduction arising from
a renegotiation of the PPA claim.
- - GBP20 million increase in the nominal value of New Bonds to be issued to
the Eggborough banks and the Eggborough banks would otherwise accept the
same terms as under the Agreed Restructuring.
- - A bridge financing of up to GBP778 million to be refinanced by a GBP533
million rights issue and the subscription of up to about GBP250 million of
new bonds by third parties.
- - The equity of British Energy to be owned as follows:-
87% by existing shareholders and funders of the proposed rights issue
13% by the Eggborough banks.
Notice of Requisitioned Extraordinary General Meeting
BRITISH ENERGY PLC
(Registered in Scotland with number 162273)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the above named
company (the "Company") will be held at Hampden Park Conference Centre, Glasgow
G42 9BA, on 22 October 2004 at 3.00 p.m. for the purpose of considering and, if
thought fit, passing the following resolutions of which resolutions 1-3 will be
proposed as special resolutions and resolutions 4 and 5 will be proposed as
ordinary resolutions:
Special Resolutions
1. THAT the articles of association of the Company be amended by the inclusion
of the following article to be designated article 88(A) immediately prior to
existing article 89:
"88(A) Power to cancel listing
Where the board wishes to cancel the listing of the Company's securities from
the official list of the UK Listing Authority and/or its trading on the London
Stock Exchange's market for listed securities and/or any other exchange or
market upon which such securities are listed or traded, the board will not
commence any procedures to, or cancel any such listing or trading without the
previous sanction of a special resolution of the Company."
2. THAT the board be and is hereby directed that no amendment or extension of
time for allowing performance of, or satisfaction of conditions to, the Creditor
Restructuring Agreement made as of 30th September 2003 between, inter alia, the
Company, certain of its subsidiaries, certain of its creditors, certain of its
bankers, British Nuclear Fuels PLC, and certain of its bondholders (as may have
been amended, varied or novated prior to the date of this resolution) be
allowed, granted or made without the previous sanction of a special resolution
of the Company.
3. THAT the board be and is hereby directed not to sell the assets or
undertaking of the Company or the assets or undertaking of any subsidiary of the
Company or the shares in any subsidiary of the Company or issue or allow the
issue of any new shares in any subsidiary of the Company to any person in
circumstances where any such action would require the approval of shareholders
under the Listing Rules of the UK Listing Authority (assuming that the Company
was listed on the Official List of the UK Listing Authority at the relevant
time) in any case without the previous sanction of a special resolution of the
Company.
Ordinary Resolutions
4. THAT the board be and is hereby advised that shareholders wish them to use
all reasonable efforts to obtain for holders of shares in the capital of the
Company terms that are more advantageous to such holders than the terms
currently available to them pursuant to the Creditor Restructuring Agreement
made as of 30th September 2003 between, inter alia, the Company, certain of its
subsidiaries, certain of its creditors, certain of its bankers, British Nuclear
Fuels PLC and certain of its bondholders (as may have been amended, varied or
novated prior to the date of this resolution).
5. THAT the board be and is hereby advised that shareholders do not wish any
application to the UK Listing Authority and/or the London Stock Exchange to
cancel the listing and/or trading of the securities of the Company to be made,
and wish no steps be taken to cancel such listing and/or trading (including
notification to a Regulatory Information Service of such cancellation or
despatch of a circular to shareholders in respect of such cancellation) pursuant
to the rules of the UK Listing Authority or otherwise without the previous
sanction of a special resolution of the Company.
Registered office By order of the board
3 Redwood Crescent Robert Armour
Peel Park Secretary
East Kilbride G74 5PR 24 September 2004
Notes:
1. A member of the Company entitled to attend and vote at the above meeting is
entitled to appoint a proxy or proxies to attend and, on a poll, vote instead of
him/her. A proxy need not be a member of the Company. A RED Form of Proxy is
enclosed. To be effective, the RED Form of Proxy together with the power of
attorney or authority, if any, under which it is signed (or a duly certified
copy of any such power or authority) must be lodged with the Company's
Registrars not less than 48 hours before the time of the meeting. Return of a
completed Form of Proxy will not preclude a member from attending and voting
personally at the meeting.
2. Completion of the form of proxy will not prevent you from attending and
voting in person.
3.In accordance with Regulation 41 of the Uncertificated Securities Regulations
2001 and the articles of association of the Company, only those Ordinary
Shareholders entered on the relevant register of members of the Company as at
3.00 p.m. on 20 October 2004 shall be entitled to attend or vote at the meeting
in respect of the number of shares registered in their name at that time.
Changes to entries on the relevant register of members after 3.00 p.m. on 20
October 2004 shall be disregarded in determining the rights of any person to
attend or vote at the meeting.
INFORMATION FOR SHAREHOLDERS ATTENDING THE REQUISITIONED
EXTRAORDINARY GENERAL MEETING
After his opening remarks, the Chairman will explain the procedures for the
conduct of the meeting, particularly for asking questions.
How to ask questions
At the meeting, shareholders may ask questions. A British Energy marshal will be
available to help you.
A Question Registration Desk will be open from 2.15 pm to enable shareholders to
register in advance any question they may wish to ask during the meeting.
GENERAL INFORMATION
Time
The doors will open at 2.15 pm and the meeting will begin promptly at 3.00 pm
No cameras or video or audio recording equipment will be allowed into the
meeting. Deposit facilities will be available. Mobile telephones must be
switched off.
Disabled Persons
Special arrangements have been made to help disabled shareholders. Guide dogs
will be permitted.
Emergency precautions
An announcement will be made if there is a fire alarm or other emergency.
Emergency exits are marked clearly around the hall.
Travel and car parking
Hampden Park is situated in the south side of Glasgow off Aitkenhead Road
(A728).
It is approximately 10 miles from Glasgow International Airport and less than
half a mile from Mount Florida and Kings Park train stations. Both stations have
connections from Glasgow Central railway station. Regular bus services run from
the city centre. Car parking is available free of charge in the Stadium's car
parks.
The Conference Centre is situated in the stadium's South Stand and shareholders
should enter through the main entrance.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: September 24, 2004 BRITISH ENERGY PLC
By:____John Searles____
Name: John Searles
Title: Director - Investor Relations