NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
JAPAN
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RWE AG
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RECOMMENDED CASH OFFER FOR
INNOGY HOLDINGS PLC
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SECOND EXTENSION OF OFFER AND ANNOUNCEMENT OF LEVEL OF ACCEPTANCES
RWE AG ("RWE") announces that as at 3:00 p.m. (London time), 10:00 a.m. (New
York City time) on Friday, 10 May 2002, the second closing date of the
recommended cash offer (the "Offer") made by a wholly-owned subsidiary of RWE
(the "Offeror") and (outside the United States) by Merrill Lynch International
("Merrill Lynch") on its behalf for the whole of the issued and to be issued
share capital of Innogy Holdings plc ("Innogy"), including American Depositary
Shares ("Innogy ADSs"), each representing 10 Innogy Shares, as set out in the
offer document dated 28 March 2002 (the "Offer Document") valid acceptances of
the Offer had been received in respect of securities representing 848,964,137
Innogy Shares. This represents in aggregate approximately 74.47 per cent. of
Innogy's total issued share capital.
The Offer has now been extended and will remain open for acceptance until 3:00
p.m. (London time), 10:00 a.m. (New York City time) on Friday, 24 May 2002.
RWE anticipates the timetable will be as follows:
21 May 2002 Last date for Phase I clearance from European Commission
24 May 2002 Third closing date
Acceptance Forms not yet returned should be completed and returned in
accordance with the instructions in the Offer Document and on the Acceptance
Forms so as to be received as soon as possible and in any event by no later
than 3:00 p.m. (London time), 10:00 a.m. (New York City time) on Friday, 24
May 2002. Any extensions of the Offer will be publicly announced by 8:00 a.m.
(London time) in the United Kingdom, 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.
Prior to the announcement of the Offer on 22 March 2002 the Offeror had
received irrevocable undertakings to accept the Offer from Directors of Innogy
in respect of 87,661 Innogy Shares held by them, representing approximately
0.0077 per cent. of Innogy's total issued share capital. Valid acceptances
have been received in respect of all of these Innogy Shares, which have been
included in the total level of acceptances referred to above.
Prior to the commencement of the offer period on 17 February 2002 (the "Offer
Period"), Merrill Lynch and associates of Merrill Lynch (which are deemed to
be acting in concert with RWE and the Offeror) held 114,212 Innogy ADSs,
representing in aggregate approximately 0.0101 per cent. of Innogy's total
issued share capital.
Since the commencement of the Offer Period but prior to the announcement of
the Offer on 22 March 2002, Merrill Lynch and associates of Merrill Lynch
(which are deemed to be acting in concert with RWE and the Offeror) acquired
498 Innogy Shares and 1,720 Innogy ADSs, representing in aggregate 0.0002 per
cent. of Innogy's total issued share capital.
Subject to the Offer becoming or being declared wholly unconditional, holders
of Innogy Securities who accept the Offer will receive 275 pence in cash for
each Innogy Share and 2,750 pence in cash for each Innogy ADS. A Loan Note
Alternative is available to eligible Innogy Shareholders as described in the
Offer Document.
The Offeror also announces that it reserves the right to reduce the minimum
percentage (the "Minimum Percentage") of Innogy Shares (including Innogy
Shares represented by Innogy ADSs) which the Offeror must have acquired or
agreed to acquire in order to satisfy the acceptance condition of the Offer as
set out in paragraph (a) of Part A of Appendix I to the Offer Document (the
"Acceptance Condition") from 90 per cent. to any level in excess of 50 per
cent. Such reduction may be made on or after 20 May 2002.
Under the City Code, the Offeror is not required to declare its intention to
reduce the Minimum Percentage and may, therefore, reduce the Minimum
Percentage without any further notice. If the Acceptance Condition is
satisfied (whether or not the Minimum Percentage is reduced) and all other
conditions of the Offer have been satisfied, fulfilled or, to the extent
permitted, waived, the Offer will be wholly unconditional at that time and, as
a result,
withdrawal rights will have terminated. Holders of Innogy Shares and Innogy
ADSs who have already accepted the Offer but whose willingness to accept the
Offer would be affected by a reduction of the Minimum Percentage may wish to
consider withdrawing their acceptances with respect to such securities now.
This part of the announcement is being made to comply with US regulatory
requirements.
Save as disclosed in this announcement, neither RWE nor the Offeror nor any
persons deemed to be acting in concert with RWE or the Offeror held any Innogy
Shares (or rights over such shares) prior to the Offer Period and neither RWE
nor the Offeror nor any persons deemed to be acting in concert with RWE or the
Offeror since the commencement of the Offer Period have acquired or agreed to
acquire any Innogy Shares (or rights over such shares).
Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the Offer Document.
This press announcement does not constitute an offer or invitation to purchase
any securities or a solicitation of an offer to buy any securities, pursuant
to the Offer or otherwise. The full terms and conditions of the Offer
(including details of how the Offer may be accepted) are set out in the Offer
Document, the Form of Acceptance and the Letter of Transmittal accompanying
the Offer Document. RWE has filed a Tender Offer Statement containing the
Offer Document and other related documentation with the SEC. Free copies of
those documents are available on the SEC's website at www.sec.gov. Holders of
Innogy Securities are advised to read the Offer Document and the Tender Offer
Statement because they contain important information.
The availability of the Offer to holders of Innogy Shares or Innogy ADSs who
are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Holders of Innogy Shares or Innogy ADSs who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
Unless otherwise determined by RWE and permitted by applicable law and
regulation, 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, unless otherwise determined by RWE and permitted by applicable
law and regulation, neither copies of this announcement nor any other
documents related to the Offer are being, or may be, mailed or otherwise
forwarded, distributed or sent in, into or from Australia, Canada or Japan and
persons receiving such documents (including custodians, nominees and trustees)
must not distribute or send them in, into or from such jurisdictions.
The Loan Notes which may 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 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.
Merrill Lynch is acting for RWE and the Offeror and for no one else in
connection with the Offer and will not be responsible to anyone other than RWE
and the Offeror for providing the protections afforded to clients of Merrill
Lynch or for providing advice in relation to the Offer.
This press announcement contains certain "forward-looking" statements. These
statements are naturally subject to uncertainty and changes in circumstances.
Actual results may vary materially from the expectations contained in this
announcement. The forward-looking statements contained in this announcement
include statements about the feasibility and benefits of the acquisition of
Innogy by the Offeror. Factors that would cause actual results to differ
materially from those described in this announcement include: the inability to
obtain necessary regulatory approvals or to obtain them on acceptable terms;
the inability to integrate successfully Innogy within the RWE Group or to
realise synergies from such integration; costs related to the acquisition of
Innogy; the economic environment of the industries in which RWE and Innogy
operate; failure to retain Innogy management; regulatory change in the UK
electricity, gas or water markets; change in the price of certain commodities
including gas, coal and electricity; the general economic environment and
other risk factors detailed in Innogy's filings with the SEC and in the
material furnished to the SEC by RWE.
The Offer in the United States is made solely by the Offeror, and neither
Merrill Lynch nor any of its affiliates is making the Offer in the United
States.
END