Discussions between Centrica and Electricité d...

Centrica PLC Today, Lake Acquisitions Limited ('Lake Acquisitions'), a subsidiary of EDF, announced a recommended offer for the entire issued share capital of British Energy. Centrica and EDF are in discussions in relation to an option for Centrica to acquire a 25 per cent interest in Lake Acquisitions following the completion by Lake Acquisitions of its acquisition of British Energy. The acquisition by Centrica would be at the same implied price per share as EDF pays for British Energy, subject to certain costs to be agreed. EDF would retain control of British Energy through its 75 per cent interest in Lake Acquisitions and be responsible for running all British Energy's power stations. Centrica's 25 per cent interest in Lake Acquisitions would give Centrica the right to offtake at least 25 per cent of the uncontracted output of British Energy's existing generation fleet. Profits of Lake Acquisitions would be distributed to EDF and Centrica in proportion to their equity interests. Centrica would also be entitled to participate in EDF's nuclear new build activities in the UK on a 75/25 (EDF/Centrica) basis, with EDF leading the developments and being responsible for the building and operation of the new nuclear power stations. The above terms are reflected in a non-legally binding Memorandum of Understanding. The proposed transaction would significantly address Centrica's key strategic objective of increasing its vertical integration, thereby reducing its exposure to volatile wholesale gas and electricity prices. Centrica would expect to fund the acquisition of its stake in British Energy through a combination of debt and equity, with the objective of maintaining credit ratings in the A range. Completion of any acquisition by Centrica would be subject to the fulfilment of certain conditions precedent, including regulatory approvals. There can be no certainty that Centrica will reach agreement with EDF on the arrangements described above. A further announcement will be made in due course. Goldman Sachs International and Credit Suisse are acting as financial advisers to Centrica. -0- *T Enquiries: Centrica Investor Relations +44 (0) 1753 494900 Centrica Media Relations +44 (0) 1753 494101 *T Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Centrica or British Energy all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances (or, if implemented by a scheme of arrangement, such scheme becomes effective), lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Centrica or British Energy, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of British Energy by Centrica or of Centrica by British Energy, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

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Centrica (CNA)
UK 100

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