ScottishPower plc - sanction of the scheme of arrangement by the court of session, Edinburgh, Scotland and announcement of special dividend payment date
Sanction of the Scheme of Arrangement
The Board of Scottish Power plc (“ScottishPower”) announces that the Court of Session, Edinburgh, Scotland (the “Court”) today approved the reorganisation of capital comprised within the Scheme of Arrangement (the “Scheme”) to effect the offer by Iberdrola, S.A. (“Iberdrola”) for ScottishPower. The Scheme and its implementation were approved by ScottishPower’s shareholders on 30 March 2007 at the Court Meeting and the ScottishPower EGM. Following such sanction by the Court, options in respect of 4,088,767 ordinary shares have been exercised and such shares have been issued or transferred today.
To effect the reorganisation of capital comprised within the Scheme and the elections under the Mix and Match Facility and the Loan Note Alternative, the ordinary shares held by the Scheme Shareholders will be reclassified into A1 Shares of 42/2,907 pence each, A2 Shares of 42/2,907 pence each and A3 Shares of 42/2,907 pence each (the “Share Reclassification”) and such shares will be then be cancelled and New ScottishPower Shares reissued to Iberdrola (the “Share Capital Reduction”). The Share Capital Reduction will take effect following a second hearing of the Court which is anticipated will be held on 23 April 2007 and upon the delivery of the certified copy of the Court Order sanctioning the Share Capital Reduction (the “Court Order”) and a certified copy of the minute of the Reduction of Capital to the Registrar of Companies (which is expected to take place by 5.00 p.m. on 23 April 2007).
In order to ensure an orderly Share Reclassification and Capital Reduction, the register of members of ScottishPower’s ordinary shares will be closed with effect from tonight, 19 April 2007.
It is expected that the Financial Services Authority will cancel the listing of ScottishPower’s ordinary shares on the Official List with effect from commencement of business on 24 April 2007, and the London Stock Exchange will suspend the trading, of ScottishPower’s ordinary shares at 7.30 a.m. on 20 April 2007. It is also expected that the New York Stock Exchange will suspend the listing and the trading of ScottishPower’s ADSs effective from 4.00 p.m. in New York on 23 April 2007, subject to the Scheme becoming effective.
The Offer remains conditional upon the confirmation of the Share Capital Reduction comprised within the Scheme by the Court and a certified copy of the Court Order and the minute of the Capital Reduction being delivered to, and registered by, the Registrar of Companies (which is expected to take place by 5.00 p.m. on 23 April 2007).
Payment of Special Dividend
ScottishPower’s Special Dividend of 12 pence per ScottishPower Share ($0.9659 per ScottishPower ADS (based on an exchange rate of £1:US$2.01231)) will be paid on 27 April 2007 to those ScottishPower Shareholders who are on ScottishPower’s register of members at 9.00 a.m. (London time) on the day after the Court sanctions the Scheme, expected to be 20 April 2007. ScottishPower ADS Holders who are on the register of ADS Holders maintained by ScottishPower’s ADS Depositary at 4.00 p.m. (New York time) on the day the Scheme becomes effective, expected to be 23 April 2007, will receive the Special Dividend.
Expressions used in this announcement have the same meaning as in the Scheme Document to ScottishPower Shareholders dated 26 February 2007.
For further information:
Scottish Power plc:
Investor Relations: Peter Durman +44 (0) 141 636 4527
Media Relations: Colin McSeveny +44 (0) 141 636 4515
Cardew Group. (PR adviser to Scottish Power plc):
Anthony Cardew +44 (0) 20 7930 0777
Rupert Pittman +44 (0) 20 7930 0777