Exhibit (a)(10)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities. The Offer is being made in the United States solely by the
Offer Document dated March 28, 2002, and the related Letter of Transmittal and
Form of Acceptance, and will not be made to (nor will tenders be accepted from
or on behalf of) holders of Innogy Shares or Innogy ADSs in any jurisdiction in
which the making or acceptance of the Offer would not be in compliance with the
laws of such jurisdiction. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the Offeror by one or more
registered brokers or dealers licensed under the laws of such jurisdiction. The
Offer is not being made in Australia, Canada or Japan.
Notice of Recommended Cash Offer
for
All Issued and to be Issued Ordinary Shares and
All Issued American Depositary Shares
of
Innogy Holdings plc
at
275 pence for every Ordinary Share
2,750 pence for every American Depositary Share
by
a wholly-owned subsidiary of
RWE AG
and (outside the United States) by
Merrill Lynch
on its behalf
GBV Funfte Gesellschaft fur Beteiligungsverwaltung mbH, a company organized
under the laws of The Federal Republic of Germany (the "Offeror"), and a
wholly-owned subsidiary of RWE AG ("RWE"), is offering to purchase (i) all
issued and to be issued ordinary shares of 10 pence each ("Innogy Shares") of
Innogy Holdings plc, a public limited company incorporated under the laws of
England and Wales (the "Company"), at 275 pence each, and (ii) all issued
American Depositary Shares ("Innogy ADSs"), each representing ten Innogy Shares
and evidenced by American Depositary Receipts ("Innogy ADRs"), at 2,750 pence
each, on the terms and subject to the conditions set forth in the Offer Document
dated March 28, 2002 (the "Offer Document"), and in the related Letter of
Transmittal and Form of Acceptance (which, together with the Offer Document and
any amendments or supplements thereto, collectively constitute the "Offer").
Innogy Shares and Innogy ADSs are referred to collectively as "Innogy
Securities".
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THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING THE INITIAL
OFFER PERIOD. THE INITIAL OFFER PERIOD FOR ACCEPTANCES AND
WITHDRAWALS WILL EXPIRE AT 3:00 P.M. (LONDON TIME), 10:00
A.M. (NEW YORK CITY TIME), ON FRIDAY, APRIL 26, 2002, UNLESS
EXTENDED TO A LATER CLOSING DATE. AT THE CONCLUSION OF THE
INITIAL OFFER PERIOD, IF ALL CONDITIONS OF THE OFFER HAVE
BEEN SATISFIED, FULFILLED OR, WHERE PERMITTED, WAIVED, THE
OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT
LEAST 14 CALENDAR DAYS. HOLDERS OF INNOGY SECURITIES WILL
HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE OFFER
FROM THE DATE OF THIS ANNOUNCEMENT UNTIL THE SPECIFIED TIME
ON THE LAST DAY OF THE INITIAL OFFER PERIOD, BUT NOT DURING
THE SUBSEQUENT OFFER PERIOD.
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THE DIRECTORS OF INNOGY CONSIDER THE TERMS OF THE OFFER TO BE FAIR AND
REASONABLE. ACCORDINGLY, THE INNOGY DIRECTORS UNANIMOUSLY RECOMMEND THAT HOLDERS
OF INNOGY SECURITIES ACCEPT THE OFFER.
The Offer is conditional upon, among other things, valid acceptances being
received (and not, where permitted, being withdrawn) by 3:00 p.m. (London time),
10:00 a.m. (New York City time) on April 26, 2002, or such later time(s) and/or
date(s) as the Offeror may, subject to the City Code on Takeovers and Mergers
(the "City Code") and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), decide in respect of not less than 90 percent (or
such lesser percentage as the Offeror may decide) of the Innogy Shares
(including Innogy Shares represented by Innogy ADSs) to which the Offer relates,
provided that this condition will not be satisfied unless RWE and its
wholly-owned subsidiaries shall have acquired, or agreed to acquire, pursuant to
the Offer or otherwise, Innogy Shares (including Innogy Shares represented by
Innogy ADSs) carrying in aggregate more than 50 percent of the voting rights
normally exercisable at a general meeting of Innogy, including for this purpose
(to the extent, if any, required by the Panel on Takeovers and Mergers) any
voting rights attaching to any Innogy Shares (including Innogy Shares
represented by Innogy ADSs) that are unconditionally allotted or issued before
the Offer becomes or is declared unconditional as to acceptances pursuant to the
exercise of any outstanding subscription or conversion rights or otherwise.
The Offeror reserves the right (but will not be obliged, other than as may
be required by the City Code or the Exchange Act) at any time or from time to
time to extend the Offer and, in such event, any decision to extend the Offer
will be publicly announced by 8:00 a.m. (London time) in the United Kingdom and
8:00 a.m. (New York City time) in the United States on the business day
following the day on which the Offer was due to expire. Except with the consent
of the Panel, the Initial Offer Period for acceptances and withdrawals may not
extend beyond 1:00 p.m. (London time), 8:00 a.m. (New York City time), on May
27, 2002.
If the Offer becomes or is declared unconditional, the tendered Innogy
Securities shall be deemed to be accepted for payment and the consideration for
Innogy Securities so purchased pursuant to the Offer will be paid, with respect
to acceptances received during the Initial Offer Period, within 14 calendar days
after the expiration of the Initial Offer Period. Following expiration of the
Initial Offer Period, the Offeror will provide a Subsequent Offer Period of at
least 14 calendar days, during which time acceptances of the Offer may be
received. With respect to acceptances received during the Subsequent Offer
Period, consideration for those securities will be paid within 14 calendar days
of receipt of acceptance. Payment for Innogy Securities purchased pursuant to
the Offer will be made only after timely receipt by The Bank of New York, in its
capacity as the "Depositary" for the Offer in the United States, in the case of
Innogy ADSs, and by Lloyds TSB Registrars, in its capacity as the "Receiving
Agent" for the Offer, in the case of Innogy Shares, of (i) certificates
representing the Innogy Shares, Innogy ADRs evidencing the Innogy ADSs, or (only
in the case of Innogy ADSs) timely confirmation of book-entry transfer of such
Innogy ADSs evidenced by ADRs into the Depositary's account pursuant to the
terms set forth in the Offer Document, (ii) the Letter of Transmittal (in the
case of acceptances relating to Innogy ADSs) or the Form of Acceptance (in the
case of acceptances relating to Innogy Shares), properly completed and duly
executed, with any required signature guarantees, and (iii) any other documents
required by the Letter of Transmittal or the Form of Acceptance. To facilitate
settlement of the Offer, unless they elect to receive pounds sterling, holders
of Innogy ADSs will receive cash consideration in US dollars.
If all of the conditions to the Offer have been either satisfied,
fulfilled, or to the extent permitted, waived and the Offeror has acquired or
contracted to acquire, pursuant to the Offer or otherwise, at least 90 percent
of the Innogy Shares (including Innogy Shares represented by Innogy ADSs) to
which the Offer relates, before July 28, 2002, the Offeror will be entitled and
intends to acquire the remaining Innogy Shares on the same terms as the Offer
pursuant to the compulsory acquisition procedure set forth in sections 428 to
430F (inclusive) of the United Kingdom Companies Act 1985, as amended.
If a holder of Innogy ADSs wishes to accept the Offer in respect of Innogy
ADSs and the ADRs evidencing such Innogy ADSs are not immediately available or
the procedures for book-entry transfer cannot be completed on a timely basis, or
if time will not permit all required documents to reach the Depositary while the
Offer remains open for acceptances, such holder's acceptance of the Offer in
respect of Innogy ADSs may be effected by following the guaranteed delivery
procedures set forth in the Offer Document.
Acceptances of the Offer may be withdrawn pursuant to the procedures set
out below at any time from the date of this announcement until the latest time
specified for receipt of acceptances on the last day of the Initial Offer Period
and in certain other limited circumstances described in the Offer Document.
Innogy Securities in respect of which acceptances have been received during the
Initial Offer Period and not validly withdrawn during the Initial Offer Period,
and Innogy Securities in respect of which acceptances have been received during
the Subsequent Offering Period, may not be withdrawn, except in certain limited
circumstances described in the Offer Document. To be effective, a written notice
of withdrawal must be received on a timely basis by the party (either the
Receiving Agent or the Depositary) to whom the acceptance was originally sent at
one of the addresses set forth in the Offer Document and must specify the name
of the person who has tendered the Innogy Shares or Innogy ADSs, the number of
Innogy Shares or Innogy ADSs to be withdrawn and (if Innogy ADSs have been
tendered) the name of the registered holder, if different from the name of the
person whose acceptance is to be withdrawn. In respect of Innogy ADSs, if Innogy
ADRs have been delivered or otherwise identified to the Depositary, then, prior
to the physical release of such Innogy ADRs, the serial numbers shown on such
Innogy ADRs must be submitted and, unless the Innogy ADSs evidenced by such
Innogy ADRs have been delivered by an Eligible Institution (as defined in the
Offer Document), the signatures on the notice of withdrawal must be guaranteed
by an Eligible Institution. If Innogy ADSs evidenced by Innogy ADRs have been
delivered pursuant to the procedures for book-entry transfer set forth in the
Offer Document, any notice of withdrawal must specify the name and number of
account at the appropriate Book-Entry Transfer Facility (as defined in the Offer
Document) to be credited with the withdrawn Innogy ADSs and must otherwise
comply with such Book-Entry Transfer Facility's procedures. All questions as to
the validity (including the time of receipt) of any notice of withdrawal will be
determined by the Offeror, whose determination (except as required by the Panel)
shall be final and binding.
The receipt of cash in exchange for Innogy Securities pursuant to the Offer
will be a taxable transaction for US Federal income tax purposes. US Holders (as
defined in the Offer Document) who sell their Innogy Securities pursuant to the
Offer generally will recognize taxable gain or loss equal to difference between
their amount realized and their tax basis in the Innogy Securities. Such gain or
loss generally will be US-source capital gain or loss, and will be long-term if
such US Holders held their Innogy Securities for more than one year. See the
Offer Document for more information on calculating the amount realized as well
as other US Federal income tax consequences of accepting the Offer, including
any potential foreign currency gains or losses.
The information required to be disclosed by Rule 14d-6(d)(1) under the
Exchange Act is contained in the Offer Document and incorporated herein by
reference. Innogy has provided the Offeror with Innogy shareholder and security
position listings for the purpose of disseminating the Offer to holders of
Innogy Shares and Innogy ADSs. The Offer Document, the Letter of Transmittal
and/or the Form of Acceptance are being mailed to holders of record of Innogy
ADSs and Innogy Shares and are being furnished to brokers, dealers, banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear as holders of record, or, if applicable, who are listed as participants
in a clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Innogy Shares and Innogy ADSs.
The Offer Document and related materials contain important information
which should be read carefully before any decisions are made with respect to the
Offer.
Requests for assistance or copies of the Offer Document, the Letter of
Transmittal, the Form of Acceptance and all other related materials may be
directed to the Information Agent as set forth below, and copies will be
furnished promptly at the Offeror's expense. Except as set forth in the Offer
Document, no fees or commissions will be paid to brokers, dealers or other
persons for soliciting tenders of Innogy Shares and Innogy ADSs pursuant to the
Offer.
The Information Agent for the Offer is:
[LOGO] Georgeson Shareholders
North America: U.K. and Europe:
17 State Street, 10th Floor Crosby Court, 38 Bishopsgate
New York, New York 10004 London, EC2N 4AF, England
Banks and Brokers Call: (212) 440-9800 Call: +44-207-335-7287
Toll Free: (866) 867-1144
March 29, 2002