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RNS Number : 2760L

Scottish & Southern Energy PLC

07 January 2009

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.  

Scottish and Southern Energy plc

7 January 2009

Scottish and Southern Energy plc ('SSE') announces the Placing of 42 million new ordinary shares at a Placing Price of 1,140 pence per share

SSE announces the completion of the placing announced earlier today (the 'Placing'). A total of 42 million SSE new ordinary shares (the 'Placing Shares') have been placed with institutions at a price of 1,140 pence per Placing Share (the 'Placing Price'). Based on the Placing Price, the gross proceeds of the Placing are £479 million. The Placing Shares being issued represent an increase of approximately 4.8% in SSE's current share capital.

The Placing Shares will, when issued, be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of SSE. The Placing Shares will carry the right to SSE's interim dividend of 19.8 pence per share declared on 12 November 2008, payable on 27 March 2009 to shareholders on the register on 20 February 2009, and to subsequent distributions.

Applications have been made for the Placing Shares to be admitted to the Official List of the Financial Services Authority ('FSA'), and to be admitted to trading by the London Stock Exchange plc on its main market for listed securities ('Admission'). Admission is expected to take place, settlement to occur and dealing in the Placing Shares to commence at 8.00am on 12 January 2009.

Credit Suisse Securities (Europe) Limited ('Credit Suisse') and Merrill Lynch International ('Merrill Lynch') are acting as Joint Bookrunners on behalf of SSE in respect of the Placing, and Barclays Bank PLC ('Barclays Capital'), BNP PARIBAS ('BNP'), Dresdner Bank AG London Branch ('Dresdner') and RBS Hoare Govett Limited ('RBS Hoare Govett'), are acting as co-lead managers. The Placing is conditional on Admission and certain other conditions as referred to in the announcement of the Placing made earlier today.

Enquiries (analysts and investors only)

SSE
Sally Fairbairn	[phone]
Credit Suisse (Joint Bookrunner)	[phone]
James Leigh-Pemberton
John Hannaford
Matthew Wallace
Merrill Lynch (Joint Bookrunner)	[phone]
Simon Fraser
Andrew Tusa

This announcement contains (or may contain) certain forward-looking statements with respect to certain of SSE's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. SSE cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'aim', 'anticipate', 'target', 'expect',  'estimate', 'intend', 'plan', 'goal', 'believe', or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding SSE's future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of SSE and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ('IFRS') applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond SSE's control. As a result, SSE's actual future results may differ materially from the plans, goals, and expectations set forth in SSE's forward-looking statements. Any forward-looking statements made herein by or on behalf of SSE speak only as of the date they are made. Except as required by the FSA, the London Stock Exchange or applicable law, SSE expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in SSE's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This announcement is for information only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of SSE.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Credit Suisse, Merrill Lynch, Barclays Capital, BNP, Dresdner or RBS Hoare Govett or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Credit Suisse, which is authorised and regulated in the United Kingdom by the FSA, is acting for SSE and for no-one else in connection with the Placing, and will not be responsible to anyone other than SSE for providing the protections afforded to customers of Credit Suisse nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting for SSE and for no-one else in connection with the Placing, and will not be responsible to anyone other than SSE for providing the protections afforded to customers of Merrill Lynch nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Barclays Capital, which is authorised and regulated in the United Kingdom by the FSA, is acting for SSE and for no-one else in connection with the Placing, and will not be responsible to anyone other than SSE for providing the protections afforded to customers of Barclays Capital nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

BNP, which is authorised and regulated in the United Kingdom by the FSA, is acting for SSE and for no-one else in connection with the Placing, and will not be responsible to anyone other than SSE for providing the protections afforded to customers of BNP nor for providing advice to any other person in relation to the Placing or any other matter referred to herein

Dresdner, which is authorised and regulated in the United Kingdom by the FSA, is acting for SSE and for no-one else in connection with the Placing, and will not be responsible to anyone other than SSE for providing the protections afforded to customers of Dresdner nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

RBS Hoare Govett, which is authorised and regulated in the United Kingdom by the FSA, is acting for SSE and for no-one else in connection with the Placing, and will not be responsible to anyone other than SSE for providing the protections afforded to customers of RBS Hoare Govett nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by SSE, the Joint Bookrunners or the co-lead managers that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by SSE, the Joint Bookrunners and the co-lead managers to inform themselves about, and to observe, such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE')); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT  DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SSE.

This announcement is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of SSE in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. The shares in SSE referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). The shares of SSE referred to herein may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. No public offering of securities of SSE will be made in connection with the Placing in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this announcement have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration, or an exemption from the registration requirements under the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act and in the United States to 'qualified institutional buyers' in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction outside the United Kingdom.

The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of SSE website nor any website accessible by hyperlinks on SSE's website is incorporated in, or forms part of, this announcement.

 

END

 

 

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