Centrica PLC
CENTRICA TO TAKE 51% STAKE IN BELGIAN BUSINESS SPE
Centrica plc (Centrica) today announced that it is to increase its shareholding
in Belgian generation and supply company SPE SA (SPE) to a controlling 51 per
cent. Centrica has exercised its pre-emption right over the 25.5 per cent
interest in SPE currently held by GDF International SAS (GdF) through an
acquisition of GdF's 50 per cent stake in the 50/50 joint venture, Segebel SA.
This will be added to Centrica's existing 25.5 per cent interest. GdF was
obliged to dispose of its stake in SPE as part of the anti-trust remedies
imposed by the European Commission as a condition of its approval of GdF's
merger with Suez.
On completion, which is expected to take place in September 2008, Centrica will
pay EUR 515 million in cash for GdF's 25.5 per cent stake in SPE. In addition,
deferred consideration of up to EUR 105 million will be payable based on the
final terms and the timing of approval of the 'Pax Electrica 2' agreements under
which SPE will acquire additional power offtake from Belgian nuclear power
plants.
SPE's proforma earnings before interest, tax, depreciation and amortisation is
approximately EUR 240 million per annum when adjusted for a full year effect of
both tranches of Pax Electrica 2.
SPE is the second largest power generation company in Belgium with around 1.6 GW
of principally gas-fired production capacity and around 400 MW of capacity
secured under long term procurement contracts. SPE has a customer base of around
1.5 million energy accounts and a retail market share of nearly 20%. For the
year ended 31 December 2007, SPE's profit before tax was EUR 39 million. As at
31 December 2007, SPE had gross assets of EUR 1.8 billion.
Sam Laidlaw, Chief Executive of Centrica, said:
'Today's transaction is a logical next step in building on our existing stake in
SPE; it delivers us a valuable controlling stake in the second largest power
generation and energy retailing company in Belgium, which has one of the most
dynamic energy markets in Europe.
Our 51 per cent stake in SPE increases the opportunities for Centrica in Europe
and the Pax Electrica 2 agreements further enhance the value of this stake by
making SPE increasingly competitive in the Belgian marketplace.'
Notes to Editors:
-- Centrica is making the acquisition through its subsidiary, Centrica
Overseas Holdings Limited.
-- In June 2005 Centrica announced a 50/50 joint venture with GdF to
acquire a controlling 51 per cent stake in SPE, a Belgian energy
company, in a deal which valued the whole business at EUR 969 million at
the time, with Centrica and GdF each taking an effective interest of
25.5 per cent. The remaining 49 per cent of SPE is, and will continue to
be, owned by a number of Belgian banks and municipalities.
-- 'Pax Electrica 2' is an agreement between the Belgian government and
Suez's subsidiary, Electrabel, under which a proportion of the output
from Belgium's 6GW of nuclear capacity, controlled by Electrabel, will
be made available to competing third party companies. Under the terms of
the agreement, SPE will receive additional power offtake of up to 535MW
(comprising of two tranches of power, the first of 250MW and the second
of 285MW).
-- After taking into account estimated fair value adjustments resulting
from SPE becoming a subsidiary of Centrica, the acquisition of the
additional 25.5 per cent interest in SPE is expected to be broadly
earnings neutral for Centrica in 2009.
-- Completion of the acquisition is conditional on clearance by the
European Commission.
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