Exhibit (a)(21)
COMPANIES FORM No. 429(4)
NOTICE TO NON-ASSENTING SHAREHOLDERS
429(4)
Pursuant to Section 429(4) of the Companies Act 1985 as inserted by Schedule 12
to the Financial Services Act 1986
A takeover offer (the "OFFER") was made on 28 March 2002 by GBV Funfte
Gesellschaft fur Beteiligungsverwaltung mbH (the "OFFEROR"), a wholly-owned
subsidiary of RWE AG and (outside the United States) by Merrill Lynch on its
behalf for the whole of the issued share capital (including Innogy Shares
represented by Innogy ADSs) of Innogy Holdings plc ("INNOGY") and any further
ordinary shares of Innogy which are unconditionally allotted or issued before
the date on which the Offer closes.
The terms of the Offer are set out in the offer document dated 28 March, 2002
(the "OFFER DOCUMENT"). The definitions set out in that document apply to this
notice unless the context otherwise requires. The Offeror has, within four
months of making the Offer, acquired or contracted to acquire not less than
nine-tenths in value of the Innogy Shares (including Innogy Shares represented
by Innogy ADSs) to which the Offer relates. The Offeror gives notice that it now
intends to exercise its right under section 429 of the Companies Act 1985 to
acquire the Innogy Shares held by you.
The terms of the Offer provide for the Innogy Shares to be acquired on the
following basis:
FOR EACH INNOGY SHARE 275 PENCE IN CASH
Alternatively (except, as described in the Offer Document, in the case of
certain overseas shareholders) you may elect to receive Loan Notes in lieu of
some or all of the cash consideration which you would otherwise receive under
the Offer on the basis of (pound)1 nominal value of Loan Notes for every
(pound)1 of cash otherwise receivable under the Offer.
As these terms include a choice of consideration, you should, within six weeks
of the date of this notice, inform the Offeror in writing at Lloyds TSB
Registrars, Antholin House, 71 Queen Street, London, EC4N 1SL which of the
choices you wish to accept. If you fail to make a choice and do not make
application to the Court (see note below), the Offeror will acquire your Innogy
Shares on the basis of 275 pence in cash for each Innogy Share.
The Offer (including the Loan Note Alternative) is not being made, directly or
indirectly, in or into Australia, Canada or Japan and the Offer is not capable
of acceptance from or within Australia, Canada or Japan. Accordingly, copies of
the Offer Document or any related documents are not being, and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from Australia,
Canada or Japan.
The Loan Notes have not been, and will not be, listed on any stock exchange and
have not been, and will not be, registered under the US Securities Act or under
any relevant laws of any state or other jurisdiction of the United States, nor
have the clearances been, nor will they be, obtained from the securities
commission or similar authority of any province or territory of Canada and no
prospectus has been, or will be, filed, or
registration made, under any securities law of any province or territory of
Canada, nor has a prospectus in relation to the Loan Notes been, nor will one
be, lodged with, or registered by, the Australian Securities and Investments
Commission, nor have any steps been taken, nor will any steps be taken, to
enable the Loan Notes to be offered in compliance with applicable securities
laws of Japan. Accordingly, unless an exemption under relevant securities laws
is available, the Loan Notes may not be offered, sold, re-sold or delivered,
directly or indirectly, in, into or from the United States, Australia, Canada or
Japan or any other jurisdiction in which an offer of Loan Notes would constitute
a violation of relevant laws or require registration of the Loan Notes, or to or
for the account or benefit of any US person or resident of Australia, Canada or
Japan or any other such jurisdiction.
NOTE: YOU ARE ENTITLED UNDER SECTION 430C OF THE COMPANIES ACT 1985 TO MAKE AN
APPLICATION TO THE COURT WITHIN SIX WEEKS OF THE DATE OF THIS NOTICE FOR AN
ORDER EITHER THAT THE OFFEROR SHALL NOT BE ENTITLED AND BOUND TO ACQUIRE YOUR
INNOGY SHARES OR THAT DIFFERENT TERMS TO THOSE OF THE OFFER SHALL APPLY TO THE
ACQUISITION. IF YOU ARE CONTEMPLATING SUCH AN ACTION YOU MAY WISH TO SEEK LEGAL
ADVICE.
Signed Dated: 5 June 2002
/s/ Richard Klein /s/ Klaus Sturany
The Directors of GBV Funfte Gesellschaft fur Beteiligungsverwaltung mbH
NOTE: All communications relating to the above notice should be addressed to
Lloyds TSB Registrars, Antholin House, 71 Queen Street, London, EC4N 1SL.
Any person (other than certain overseas shareholders) receiving this notice who
has not received a copy of the Offer Document may obtain a copy, without charge,
upon written or oral request to Lloyds TSB Registrars, Antholin House, 71 Queen
Street, London, EC4N 1SL or by telephoning the Helpline on 0845 300 2527 (if
calling from the UK), 866 867 1144 (if calling from the US) or +44 20 7335 7287
(if calling from elsewhere).
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY
CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND
MARKETS ACT 2000 IF YOU ARE RESIDENT IN THE UNITED KINGDOM, OR, IF NOT, ANOTHER
APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.
THIS FORM OF ACCEPTANCE SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING
OFFER DOCUMENT DATED 28 MARCH 2002. Unless the context otherwise requires,
definitions contained in the Offer Document also apply in this Form of
Acceptance.
If you have sold or otherwise transferred all of your Innogy Shares, please
forward this Form of Acceptance, together with the accompanying documents as
soon as possible to the purchaser or transferee, or to the bank, stockbroker or
other agent through whom the sale or transfer was effected for onward
transmission to the purchaser or transferee. However, such documents should not
be forwarded or transmitted in or into Australia, Canada or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws in
such jurisdictions. See paragraph 6 of Part B of Appendix I to the Offer
Document.
The Offer (including the Loan Note Alternative) is not being made, directly or
indirectly, in or into Australia, Canada or Japan and, subject to certain
exemptions, the Offer is not capable of acceptance from or within Australia,
Canada or Japan. Accordingly, neither this Form of Acceptance nor any of the
accompanying documents is being or may be mailed or otherwise forwarded,
distributed or sent into or from Australia, Canada or Japan and doing so may
render any purported acceptance of the Offer invalid. All holders of Innogy
Shares (including nominees, trustees or custodians) who may have a contractual
or legal obligation, or may otherwise intend, to forward this Form of Acceptance
and/or the accompanying documents, should read the further details in this
regard which are contained in paragraph 6(e) of Part B of Appendix I to the
Offer Document before taking any action.
The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be, listed on any stock exchange and have not been and will not be
registered under the US Securities Act or under any relevant securities laws of
any state or other jurisdiction of the United States, or under the relevant
securities laws of Australia, Canada or Japan or any other jurisdiction.
Accordingly, unless an exemption under such relevant laws is available, Loan
Notes may not be offered, sold, re-sold or delivered, directly or indirectly,
in, into or from the United States, Australia, Canada or Japan or any other
jurisdiction in which an offer of Loan Notes would constitute a violation of
relevant laws or require registration of the Loan Notes, or to or for the
account or benefit of any US person or resident of Australia, Canada or Japan or
any other such jurisdiction.
If you are a CREST sponsored member, you should refer to your CREST sponsor
before completing this Form of Acceptance.
- --------------------------------------------------------------------------------
FORM OF ACCEPTANCE, AUTHORITY AND ELECTION FOR HOLDERS OF INNOGY SHARES
RECOMMENDED CASH OFFER
by
a wholly-owned subsidiary of
RWE AG
and (outside the United States) by
MERRILL LYNCH
on its behalf for
INNOGY HOLDINGS PLC
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ACTION TO BE TAKEN
o To accept the Offer, complete page 3 of this Form of Acceptance by
following the instructions and notes for guidance set out on pages 2 and 4.
Please also refer to the document "How to accept the Offer for your Innogy
Shares" for additional guidance.
o If your Innogy Shares are in certificated form (that is, not in CREST),
return this Form of Acceptance duly completed and signed and accompanied by
your certificate(s) and/or other document(s) of title, by post or by hand
to Lloyds TSB Registrars, Antholin House, 71 Queen Street, London EC4N 1SL
as soon as possible, but in any event so as to arrive no later than 3.00
p.m. (London time) on 26 April 2002. A reply-paid envelope is enclosed.
o If your Innogy Shares are in uncertificated form (that is, in CREST), you
should return this Form of Acceptance duly completed and signed and take
the action set out in paragraph 13 of the letter from Merrill Lynch
contained in the Offer Document to transfer your Innogy Shares to an escrow
balance. For this purpose, the participant ID of the escrow agent is 6RA66,
the member account ID of the escrow agent is RA325801 and the reference
number of this Form of Acceptance (for insertion in the first eight
characters of the shared note field on the TTE Instruction) is as shown
next to Box 5 on page 3 of this Form of Acceptance. YOU SHOULD ENSURE THAT
THE TRANSFER TO ESCROW SETTLES NOT LATER THAN 3.00 P.M. (LONDON TIME) ON 26
APRIL 2002.
o If you hold Innogy Shares in both certificated and uncertificated form, you
should complete a separate Form of Acceptance for each holding. Similarly,
if you hold Innogy Shares in certificated form but under different
designations you should complete a separate Form of Acceptance in respect
of each designation. If you hold Innogy Shares in uncertificated form but
under different member account IDs, you should complete a separate Form of
Acceptance in respect of each member account ID. You can obtain further
Forms of Acceptance by contacting the Helpline on 0845 300 2527 (if calling
from the UK), 866 867 1144 (if calling from the US) and +44 20 7335 7287
(if calling from elsewhere).
o If your Innogy Shares are held outside of CREST and your share
certificate(s) and/or other document(s) of title are with your bank,
stockbroker or other agent, you should complete and sign this Form of
Acceptance and arrange for it to be lodged by such agent with the relevant
document(s).
o Please read Parts A and B of Appendix I to the Offer Document, the terms of
which are incorporated in and form part of this Form of Acceptance.
o If you hold Innogy Shares jointly with others, you must arrange for all
your co-holders to sign this Form of Acceptance.
o A Form of Acceptance which is received in an envelope postmarked, or which
otherwise appears to RWE, or the Offeror or their agents to have been sent
from Australia, Canada or Japan, may be rejected as an invalid acceptance
of the Offer.
DO NOT DETACH ANY PART OF THIS FORM OF ACCEPTANCE
IF YOU HAVE ANY QUESTIONS AS TO HOW TO COMPLETE THIS FORM OF ACCEPTANCE OR TO
OBTAIN A FURTHER FORM, PLEASE CONTACT THE HELPLINE ON 0845 300 2527 (IF CALLING
FROM THE UK), 866 867 1144 (IF CALLING FROM THE US) AND +44 20 7335 7287 (IF
CALLING FROM ELSEWHERE).
Page 2
HOW TO COMPLETE THIS FORM OF ACCEPTANCE
Please follow the instructions on this page and page 4 when completing page
3. Your acceptance should be received no later than 3.00 p.m. (London time)
on 26 April 2002
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[1] REGISTERED SHAREHOLDING DETAILS
If your name or address details shown opposite are incorrect please delete and
add the correct details in capitals alongside. Details of changes of name will
need to be supported by appropriate documentation (see section 9 on page 4 of
this form for further details).
If no name and address is shown opposite please add the registered shareholder's
name and address.
COMPLETE HERE --->
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[2] TO ACCEPT THE OFFER
To accept the Offer, insert in Box [2] the total number of Innogy Shares for
which you wish to accept the Offer whether or not you wish to elect for the Loan
Note Alternative.
You must sign Box [4] in accordance with the instructions set out in this Form
of Acceptance which will constitute your acceptance of the Offer, and, if
appropriate, Boxes [3], [5], [6], [7] and [8].
If no number, or a number greater than your entire holding of Innogy Shares, is
written in Box [2] and you have signed Box [4], you will be deemed to have
accepted the Offer in respect of your entire holding of Innogy Shares.
COMPLETE HERE --->
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[3] TO ELECT FOR THE LOAN NOTE ALTERNATIVE
The Loan Note Alternative is not being made available to persons entitled to
participate in the Offer who are US Persons, or to citizens or residents of
Australia, Canada or Japan. To elect for the Loan Note Alternative you should
insert in Box [3] the number of Innogy Shares in respect of which you wish to
elect to receive Loan Notes, having entered in Box [2] the total number of
Innogy Shares for which you accept the Offer.
The number of shares inserted in Box [3] cannot exceed the number inserted or
deemed to be inserted in Box [2]. You must also sign Box [4] in accordance with
the instructions set out in this form and, if appropriate, Boxes [5], [6], [7]
and [8]. If you elect for the Loan Note Alternative, you will be deemed to have
given the representation and warranty set out in paragraph 9(q) of Part B of
Appendix I of the Offer Document relating to certain matters concerning the
United States, Australia, Canada and Japan. If you are unable to give such
representation and warranty, you must not elect for the Loan Note (Alternative.)
COMPLETE HERE --->
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[4] SIGNATURES
If you wish to accept the Offer, you must sign Box [4] regardless of the other
Box(es) you complete. In the case of a joint holding ALL holders must sign. Each
signature by an individual must be signed in the presence of a witness who must
be over 18 years of age and must not be one of the joint registered holders (if
applicable). The witness should state his/her name and sign where indicated. The
same witness may witness each signature of the joint holders (if applicable). If
this Form of Acceptance is not signed by the registered holder(s), insert the
name(s) and capacity (e.g. executor) of the person(s) signing this Form of
Acceptance. You should also deliver evidence of your authority in accordance
with the notes on page 4.
A company may affix its common seal which should be affixed and witnessed in
accordance with its articles of association or other regulations. Alternatively,
a company to which section 36A of the Companies Act applies may execute this
Form of Acceptance as a deed by two directors or one director and the company
secretary signing in the execution part of Box [4] or, in the case of a company
incorporated outside Great Britain, may execute this Form of Acceptance by any
person duly authorised who may sign in accordance with the laws of the territory
in which the relevant company is incorporated and, in all cases, inserting the
name of the company above their signatures.
SIGN HERE -->
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[5] PARTICIPANT AND MEMBER ACCOUNT ID (SHAREHOLDERS HOLDING ONLY SHARE
CERTIFICATES NEED NOT COMPLETE BOX [5])
If your Innogy Shares are in CREST, you must insert in Box [5] the participant
ID and the member account ID under which such shares are held by you in CREST by
signing and returning the Form of Acceptance. You must also transfer (or procure
the transfer of) the Innogy Shares specified in Box [2] to an escrow balance,
specifying in the TTE Instruction the participant ID and member account ID
inserted in Box [5] of the Form of Acceptance and the Form of Acceptance
reference number and the other information specified in paragraph 13 of the
letter from Merrill Lynch contained in the Offer Document. The Form of
Acceptance reference number appears next to Box [5].
Complete Here -->
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[6] RESTRICTED OVERSEAS PERSONS
If you are unable to give the representations and warranties required by
paragraph 9(b) of Part B of Appendix I of the Offer Document, you must put "NO"
in Box [6].
If you do not put "NO" in Box [6], you will be deemed to have given such
representations and warranties.
COMPLETE HERE --->
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[7] ALTERNATIVE ADDRESS FOR DESPATCH OF CONSIDERATION
If you want the consideration and/or other document(s) to be sent to someone
other than the first-registered holder at the address set out in Box [1] (e.g.
your bank, stockbroker or other agent), you should also complete Box [7] (with
an address outside Australia, Canada or Japan).
Box [7] must be completed by holders with registered addresses in Australia,
Canada or Japan.
COMPLETE HERE -->
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[8] DAYTIME TELEPHONE NUMBER
Insert in Box 8 your daytime telephone number (outside Australia, Canada and
Japan) including your full dialing code in case of queries.
COMPLETE HERE --->
- --------------------------------------------------------------------------------
PLEASE ENSURE YOU ENCLOSE YOUR SHARE CERTIFICATE(S) WITH THIS FORM OF
ACCEPTANCE (UNLESS YOUR SHARES ARE HELD IN CREST)
Page 3
FORM OF ACCEPTANCE RELATING TO THE OFFER
PLEASE COMPLETE AS EXPLAINED ON PAGES 2 AND 4 (To be completed in
BLOCK CAPITALS)
The provisions of Parts A and B of Appendix I of the Offer Document are
incorporated in and form part of this Form of Acceptance
- --------------------------------------------------------------------------------
[1]
-----------------------------
No. of Innogy Shares held
as at 25 March 2002
-----------------------------
- --------------------------------------------------------------------------------
[2] TO ACCEPT THE OFFER
Complete Box [2] and then sign Box [4].
If appropriate, please also complete Boxes [3], [5], [6], [7] and [8].
No. of Innogy Shares for which you wish to accept the Offer
---------------------------------------------------------------------------
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[3] TO ELECT FOR THE LOAN NOTE ALTERNATIVE
Complete Box [2] and Box [3] and then sign Box [4]. If appropriate, please
also complete Boxes [5], [6], [7] and [8].
No. of Innogy Shares for which you wish to elect for the Loan Note
Alternative
---------------------------------------------------------------------------
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[4] SIGN HERE TO ACCEPT THE OFFER
EXECUTION BY INDIVIDUALS
Signed and delivered as a deed by: In the presence of:
_______________________________________ ________________________________________ _______________________________________
Signature Signature of witness Name of witness
_______________________________________ ________________________________________ _______________________________________
Signature Signature of witness Name of witness
_______________________________________ ________________________________________ _______________________________________
Signature Signature of witness Name of witness
_______________________________________ ________________________________________ _______________________________________
Signature Signature of witness Name of witness
Note: All Innogy Shareholders who are individuals should sign the Form of
Acceptance in the presence of a witness who should also sign Box [4] in
accordance with the instructions printed at Box [4]. The witness must be over 18
years of age and must not be one of the joint registered holders
- --------------------------------------------------------------------------------
EXECUTION BY A COMPANY: The common seal was affixed/executed as a deed on behalf
of the company named above in the presence of:
________________________________________ _______________________________________
Signature Name of director
________________________________________ _______________________________________
Signature Name of *director/secretary
*Delete as appropriate
- --------------------------------------------------------------------------------
[5] PARTICIPANT ID AND MEMBER ACCOUNT ID
Complete this Box only if your Innogy Shares are in CREST
THE REFERENCE NUMBER OF THIS FORM OF ACCEPTANCE IS:
--------------------------------------
Participant ID_______________________
Member account ID____________________
--------------------------------------
- --------------------------------------------------------------------------------
[6] RESTRICTED OVERSEAS PERSONS ONLY
Put "NO" in Box [6] if you are UNABLE to give the representations and
warranties required by paragraph 9(b) of Part B of Appendix I of the Offer
Document.
--------------------------------------
--------------------------------------
- --------------------------------------------------------------------------------
[7] ALTERNATIVE ADDRESS FOR DESPATCH OF CONSIDERATION
Address outside Australia, Canada and Japan to which consideration is to be
sent, if not as specified in Box [1].
----------------------------------------------------
Name ______________________________________________
Address____________________________________________
___________________________________________________
____________________Postcode_______________________
----------------------------------------------------
- --------------------------------------------------------------------------------
[8] DAYTIME TELEPHONE NUMBER
Include your full dialling code.
---------------------------------------------------------------------------
Daytime Telephone No ______________________________________
---------------------------------------------------------------------------
PLEASE ENSURE YOU ENCLOSE YOUR SHARE CERTIFICATE(S) WITH THIS FORM OF
ACCEPTANCE (UNLESS YOUR SHARES ARE HELD IN CREST)
Page 4
ADDITIONAL NOTES REGARDING THE COMPLETION OF THIS FORM
IN ORDER TO BE EFFECTIVE, THIS FORM OF ACCEPTANCE MUST, EXCEPT AS MENTIONED
BELOW, BE SIGNED BY THE REGISTERED HOLDER OR, IN THE CASE OF A JOINT HOLDING, BY
ALL THE JOINT HOLDERS. A CORPORATION MUST EXECUTE THIS FORM OF ACCEPTANCE UNDER
ITS COMMON SEAL, THE SEAL BEING AFFIXED AND WITNESSED IN ACCORDANCE WITH ITS
ARTICLES OF ASSOCIATION OR OTHER REGULATIONS. ALTERNATIVELY, A COMPANY
INCORPORATED IN ENGLAND AND WALES TO WHICH SECTION 36A OR 36B OF THE COMPANIES
ACT 1985 APPLIES MAY EXECUTE THIS FORM OF ACCEPTANCE BY A DIRECTOR AND THE
COMPANY SECRETARY OR BY TWO DIRECTORS SIGNING THIS FORM OF ACCEPTANCE AND
INSERTING THE NAME OF THE COMPANY ABOVE THEIR SIGNATURES. A COMPANY INCORPORATED
OUTSIDE ENGLAND AND WALES MAY EXECUTE THIS FORM OF ACCEPTANCE IN ACCORDANCE WITH
THE PROVISIONS OF THE FOREIGN COMPANIES (EXECUTION OF DOCUMENTS) REGULATIONS
1994. EACH SUCH PERSON SIGNING THIS FORM OF ACCEPTANCE SHOULD STATE THE OFFICE
WHICH HE/SHE HOLDS IN THE RELEVANT COMPANY.
In order to avoid inconvenience to yourself and delay, the following points may
assist you:
1. IF A HOLDER IS AWAY FROM HOME (E.G. ABROAD OR ON HOLIDAY):
Send this Form of Acceptance by the quickest means (e.g. air mail) to the
holder (unless he is in Australia, Canada or Japan) for execution or, if he
has executed a power of attorney, have this Form of Acceptance signed by
the attorney in the presence of a witness. In the latter case, the power of
attorney (or a copy thereof duly certificated in accordance with the Powers
of Attorney Act 1971) should be returned with this Form of Acceptance. No
other signatures are acceptable. Do not send this Form of Acceptance or the
accompanying documents into Australia, Canada or Japan.
2. IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR INNOGY SHARES:
Do not complete this Form of Acceptance. Please send it, together with the
accompanying documents and the enclosed reply-paid envelope, at once to the
purchaser or transferee or to the stockbroker, bank or other agent through
whom the sale or transfer was effected for onward transmission to the
purchaser or transferee. However, such documents should not be mailed,
distributed, forwarded or transmitted in or into Australia, Canada or
Japan. If your Innogy Shares are in certificated form and you wish to sell
or transfer part of your holding of Innogy Shares and to accept the Offer
in respect of the balance but are unable to obtain the balance share
certificate by 26 April 2002 you should ask the stockbroker, bank or other
agent through whom you made the sale or transfer to obtain the appropriate
certification from Innogy's registrars, Lloyds TSB Registrars, The
Causeway, Worthing, West Sussex BN99 6DA in respect of the balance of your
holding of Innogy Shares.
3. IF THE SOLE HOLDER HAS DIED:
If confirmation of a grant of probate or letters of administration has/have
been registered with Innogy's registrars, Lloyds TSB Registrars, this Form
of Acceptance must be signed by the personal representative(s) of the
deceased holder. This Form of Acceptance should then be lodged with Lloyds
TSB Registrars at the address set out in paragraph 11 below with the
related share certificate(s) and/or other documents of title. If a grant of
probate or letters of administration has/have not been registered with
Innogy's registrars, the personal representative(s) or prospective personal
representative(s) should sign this Form of Acceptance and forward it with
the share certificate(s), and/or other documents of title to Lloyds TSB
Registrars at the address set out in paragraph 11 below. The signature must
be witnessed, and the witness should also sign. However, a grant of probate
or letters of administration (or a duly sealed copy) must be lodged by hand
or by post with Lloyds TSB Registrars before the consideration due under
the Offer can be forwarded to the executor(s) or personal
representative(s). For this purpose, photocopies of grants of probate and
letters of administration are not acceptable.
4. IF ONE OF THE JOINT HOLDERS HAS DIED:
This Form of Acceptance is valid if signed by the surviving holder(s), each
in the presence of a witness, and lodged with Lloyds TSB Registrars at the
address set out in paragraph 11 below with the share certificate(s) and/or
other document(s) of title accompanied by the death certificate (or a duly
certified copy), confirmation of grant of probate or letters of
administration (or a duly sealed copy) in respect of the deceased holder.
For this purpose, photocopies of death certificates, grants of probate or
letters of administration are not acceptable.
5. IF YOUR INNOGY SHARES ARE IN CERTIFICATED FORM AND YOUR SHARE
CERTIFICATE(S) OR OTHER DOCUMENT(S) OF TITLE IS/ARE HELD BY YOUR
STOCKBROKER, BANK OR OTHER AGENT:
You should complete this Form of Acceptance and arrange for it to be lodged
by such agent with Lloyds TSB Registrars at the address set out in
paragraph 11 below accompanied by the share certificate(s) and/or other
documents of title if appropriate. If the certificate(s) is/are not readily
available, you should lodge this Form of Acceptance with Lloyds TSB
Registrars at the address set out in paragraph 11 below duly completed
together with a note saying e.g. "certificates to follow", and arrange for
the certificate(s) to be forwarded as soon as possible thereafter. It is
helpful for your agent (unless he is in Australia, Canada or Japan) to be
informed of the full terms of the Offer.
6. IF YOUR INNOGY SHARES ARE IN CERTIFICATED FORM AND YOUR SHARE
CERTIFICATE(S) HAS BEEN LOST:
Complete and lodge the Form of Acceptance together with any available
certificate(s) and a letter from you requesting a letter of indemnity with
Lloyds TSB Registrars at the address set out in paragraph 11 below. When
received, the letter of indemnity should be completed in accordance with
the instructions given, and lodged with Lloyds TSB Registrars at the
address set out in paragraph 11 below in support of this Form of
Acceptance.
7. IF YOUR INNOGY SHARES ARE IN CREST:
You should take the action set out in paragraph 13 of the letter from
Merrill Lynch contained in the Offer Document to transfer your Innogy
Shares to an escrow balance. You are reminded to keep a record of the Form
of Acceptance reference number (which appears in Box 5 on page 3 of this
Form of Acceptance) so that such number can be inserted on the TTE
Instruction.
If you are a CREST sponsored member, you should refer to your CREST
sponsor before completing this Form of Acceptance, as only your CREST
sponsor will be able to send the necessary TTE Instruction to CRESTCo.
8. IF THE FORM OF ACCEPTANCE IS SIGNED UNDER A POWER OF ATTORNEY
The completed Form of Acceptance, together with any share certificate(s)
and/or other documents of title, should be lodged with Lloyds TSB
Registrars at the address set out in paragraph 11 below, accompanied by the
original power of attorney (or a copy thereof duly certified in accordance
with the Powers of Attorney Act 1971 by, for example, a solicitor). The
power of attorney will be duly noted by Lloyds TSB Registrars and returned
as directed.
9. IF YOUR PARTICULARS DIFFER FROM THOSE APPEARING ON THE CERTIFICATE(S) AND
FORM OF ACCEPTANCE E.G.:
(a) Incorrect address
Delete the incorrect details appearing in Box [1] and add your correct
address in capitals alongside.
(b) Change of name
If you have changed your name, enclose a copy of your marriage
certificate or the deed poll with this Form of Acceptance. These
documents will be returned to you as directed.
10. IF YOU ARE NOT RESIDENT IN THE UNITED KINGDOM OR THE UNITED STATES:
The attention of Innogy Shareholders not resident in the UK or the US or
who are citizens or residents or nationals of other countries (and of
custodians, trustees or nominees thereof) is drawn to paragraph 6 of Part B
of Appendix I to the Offer Document.
11. PAYMENT OF CONSIDERATION:
The consideration payable under the Offer cannot be sent to you until all
relevant documents have been properly completed and sent by post or by hand
to Lloyds TSB Registrars, Antholin House, 71, Queen Street, London EC4N
1SL. A reply-paid envelope is enclosed.
Without prejudice to Part B of Appendix I of the Offer Document, RWE and
the Offeror reserve the right to treat as valid any acceptance of the Offer
which is not entirely in order or which is not accompanied by the relevant
TTE Instruction or (as appropriate) the relevant share certificate(s)
and/or other acceptable document(s) of title. In either event, no payment
of cash or allotment of Loan Notes under the Offer will be made until after
the relevant transfer to escrow has been made or (as appropriate) the
relevant share certificate(s) and/or other document(s) of title or
indemnities satisfactory to the Offeror have been received.