FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
February 14 2003
BRITISH ENERGY PLC
(Registrant's name)
3 Redwood Crescent
Peel Park
East Kilbride G74 5PR
Scotland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X..
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
Exhibit Index
The following document (bearing the exhibit number listed below) is furnished
herewith and is made a part of this Report pursuant to the General Instructions
for Form 6-K:
Exhibit Description
No. 1 RNS Announcement, re: Bondholder EGM Notice
dated 13 February 2003
13 February 2003
BONDHOLDER EGM NOTICE
British Energy PLC ("British Energy" or the "Company") will publish on 14
February 2003 a notice in the Financial Times convening extraordinary general
meetings of its 2003, 2006 and 2016 sterling bondholders to be held on 10 March
2003 to consider and if thought fit approve the terms of a formal standstill
pending the implementation of the proposed restructuring. The notice is being
published tomorrow so that if any of the meetings are not quorate on 10 March
2003 adjourned meetings with reduced quorum requirements can be convened and
held before 25 March 2003, being the date on which the 2003 bonds are due to be
redeemed. The terms of the notice are set out in the Appendix to this
announcement.
The restructuring principles accepted by HMG and announced on 28 November 2002
require British Energy to reach formal standstill agreements and agreement in
principle on the terms of the proposed restructuring with certain significant
creditors on or before 14 February 2003. At the time of finalising the notice
and at the time of this announcement discussions continue towards reaching
formal standstill agreements and agreement in principle on the substantive terms
of the proposed restructuring.
The disposal of the Company's interests in the Bruce Group to a consortium of
Cameco Corporation, TransCanada PipeLines Limited and BPC Generation
Infrastructure Trust was approved by British Energy shareholders on 10 February
2003 and certain important conditions to the disposal have been satisfied but
the disposal remains subject to a number of outstanding conditions.
The Company is continuing to work hard to complete the disposal of its interests
in the Bruce Group and to reach formal standstill agreements and agreement in
principle on the proposed restructuring with significant creditors in accordance
with the timescale set out on 28 November 2002. However, as previously
indicated if the disposal is not completed, or if agreement is not reached with
significant creditors, the Company may have to seek insolvency proceedings, in
which case the distributions to unsecured creditors may represent only a small
fraction of their unsecured liabilities and it is highly unlikely there would be
any return to shareholders. Even if the disposal is completed and agreement
reached with the significant creditors, the proposed restructuring would remain
subject to a large number of significant uncertainties and the return (if any)
to shareholders would represent a very significant dilution of their existing
interests.
For further information: Andrew Dowler
Financial Dynamics
020 7831 3113
APPENDIX
Notice of Meeting
This notice is important and requires your immediate attention. If you are in
any doubt as to the action you should take, you should immediately consult your
stockbroker, bank manager, solicitor, accountant or other independent financial
adviser authorised pursuant to the Financial Services and Markets Act 2000.
BRITISH ENERGY PLC
(the "Issuer" or "British Energy")
NOTICE OF MEETINGS
of the holders of the outstanding
GBP109,861,000 5.949 per cent. Guaranteed Bonds due 2003 (ISIN XS0098581647)
(the "2003 Bondholders" and the "2003 Bonds" respectively)
and the holders of the outstanding
GBP163,444,000 6.077 per cent. Guaranteed Bonds due 2006 (ISIN XS0098580755)
(the "2006 Bondholders" and the "2006 Bonds" respectively)
and the holders of the outstanding
GBP134,586,000 6.202 per cent. Guaranteed Bonds due 2016 (ISIN XS0098579401)
(the "2016 Bondholders" and the "2016 Bonds" respectively)
of the Issuer
NOTICE IS HEREBY GIVEN that a Meeting of the 2003 Bondholders is convened by the
Issuer for the purpose of considering and, if thought fit, passing the
extraordinary resolution set out below. The extraordinary resolution authorises
the modification of the terms and conditions of the 2003 Bonds and the
provisions of the trust deed dated 25 March 1999 by which the 2003 Bonds are
constituted (the "Trust Deed") in order to give effect to standstill
arrangements in connection with the Restructuring of British Energy and, after
the scheduled interest payment on 25 March 2003, to provide for payment of
interest on the 2003 Bonds semi-annually in arrear (rather than annually) during
the Standstill Period. This notice is issued pursuant to the provisions of the
2003 Bonds and the Trust Deed. The Meeting of the holders of the 2003 Bonds
will be held at the offices of Clifford Chance at 200 Aldersgate Street, London
EC1A 4JJ on Monday, 10 March 2003 at 11.00 a.m. If a quorum is not present
within 15 minutes from that time, the Meeting will either be dissolved or be
adjourned until such date, not less than 14 days nor more than 42 days later,
and to such time and place, as the chairman of the Meeting may decide. A notice
reconvening such an adjourned meeting will be given.
NOTICE IS HEREBY ALSO GIVEN that a Meeting of the 2006 Bondholders is convened
by the Issuer for the purpose of considering and, if thought fit, passing the
extraordinary resolution set out below. The extraordinary resolution authorises
the modification of the terms and conditions of the 2006 Bonds and the
provisions of the trust deed dated 25 March 1999 by which the 2006 Bonds are
constituted (the "Trust Deed") in order to give effect to standstill
arrangements in connection with the Restructuring of British Energy and, after
the scheduled interest payment on 25 March 2003, to provide for payment of
interest on the 2006 Bonds semi-annually in arrear (rather than annually) during
the Standstill Period. This notice is issued pursuant to the provisions of the
2006 Bonds and the Trust Deed. The Meeting of the holders of the 2006 Bonds
will be held at the offices of Clifford Chance at 200 Aldersgate Street, London
EC1A 4JJ on Monday, 10 March 2003 at 11.20 a.m. or, if later, after the
conclusion of the Meeting of the 2003 Bondholders. If a quorum is not present
within 15 minutes from that time, the Meeting will either be dissolved or be
adjourned until such date, not less than 14 days nor more than 42 days later,
and to such time and place, as the chairman of the Meeting may decide. A notice
reconvening such an adjourned meeting will be given.
NOTICE IS HEREBY ALSO GIVEN that a Meeting of the 2016 Bondholders is convened
by the Issuer for the purpose of considering and, if thought fit, passing the
extraordinary resolution set out below. The extraordinary resolution authorises
the modification of the terms and conditions of the 2016 Bonds and the
provisions of the trust deed dated 25 March 1999 by which the 2016 Bonds are
constituted (the "Trust Deed") in order to give effect to standstill
arrangements in connection with the Restructuring of British Energy and, after
the scheduled interest payment on 25 March 2003, to provide for payment of
interest on the 2016 Bonds semi-annually in arrear (rather than annually) during
the Standstill Period. This notice is issued pursuant to the provisions of the
2016 Bonds and the Trust Deed. The Meeting of the holders of the 2016 Bonds
will be held at the offices of Clifford Chance at 200 Aldersgate Street, London
EC1A 4JJ on Monday, 10 March 2003 at 11.40 a.m. or, if later, after the
conclusion of the Meeting of the 2006 Bondholders. If a quorum is not present
within 15 minutes from that time, the Meeting will either be dissolved or be
adjourned until such date, not less than 14 days nor more than 42 days later,
and to such time and place, as the chairman of the Meeting may decide. A notice
reconvening such an adjourned meeting will be given.
In this Notice the 2003 Bonds, the 2006 Bonds and the 2016 Bonds shall be
collectively referred to as the "Bonds" and the 2003 Bondholders, the 2006
Bondholders and the 2016 Bondholders shall be collectively referred to as the
"Bondholders".
Further information concerning the extraordinary resolutions and the
Restructuring of British Energy is contained in a circular, copies of which will
be available from the offices of British Energy at 3 Redwood Crescent, Peel
Park, East Kilbride, Glasgow, G74 5PR, from the offices of Clifford Chance at
200 Aldersgate Street, London, EC1A 4JJ and from the offices of The Law
Debenture Trust Corporation p.l.c. at Fifth Floor, 100 Wood Street, London EC2V
7EX, in each case between 9 a.m. and 5 p.m. on any weekday (public holidays
excepted), from Monday 17 February 2003.
British Energy has convened the Meetings for the purpose of enabling the holders
of each series of Bonds to resolve, if they so wish, to authorise and direct the
trustee of those Bonds, The Law Debenture Trust Corporation p.l.c. (the
"Trustee"), to enter into a Supplemental Trust Deed constituting standstill
arrangements in respect of that series of Bonds pending a restructuring of
British Energy and certain of its subsidiaries. As at the time of publication of
this Notice, the substantive terms of the proposed Restructuring have not been
agreed with Significant Creditors.
In accordance with usual practice, the Trustee expresses no opinion on the
merits of the extraordinary resolutions set out below. The Trustee has not
verified any of the statements made in this notice or in the circular referred
to above, but on the basis of such statements, including the reasons given by
British Energy for the convening of the Meetings, has authorised it to be stated
that it has no objection to such resolutions being put to Bondholders for their
consideration, and has given its approval to the form of this Notice.
EXTRAORDINARY RESOLUTION
The Resolution is in the following terms:
"THAT this Meeting of the holders of the (GBP109,861,000 5.949 per cent.
Guaranteed Bonds due 2003)/(GBP163,444,000 6.077 per cent. Guaranteed Bonds due
2006)/ (GBP134,586,000 6.202 per cent. Guaranteed Bonds due 2016)* (the "Bonds")
of British Energy plc (the "Issuer") constituted by the Trust Deed dated 25
March 1999 (the "Trust Deed") made between the Issuer, British Energy Generation
Limited and British Energy Generation (UK) Limited (the "Guarantors") and The
Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for the
holders of the Bonds (the "Bondholders") hereby, subject to an equivalent
resolution being passed by the holders of each other series of Sterling Bonds,
(A) authorises and directs the Trustee to modify the provisions of the Trust
Deed so that (i) the obligation of the Issuer under Condition 10(a) of the Terms
and Conditions of the Bonds (the "Conditions") to redeem the Bonds at their
outstanding principal amount on (25 March 2003/25 March 2006/25 March 2016)* (or
on any other date on which such principal amount may otherwise become due and
payable in accordance with the Conditions and the Trust Deed), and the
obligations of the Guarantors under Condition 12 and Clause 7 of the Trust Deed
in relation to such redemption amount, be deferred (and accordingly the Bonds
shall not become due and payable) until the end of the Standstill Period (as
defined below) or, if later, in circumstances where there is no Event of Default
subsisting, the date upon which those obligations would otherwise become due and
payable under Condition 10(a) and (ii) during such time interest shall continue
to accrue at the rate of (5.949/6.077/6.202)* per cent. per annum and,
notwithstanding the provisions of Condition 6 (Interest), interest shall be paid
semi-annually, as specified in paragraph (D) below, where:
"BEG" means British Energy Generation Limited.
"BEG (UK)" means British Energy Generation (UK) Limited.
"BEPET" means British Energy Power & Energy Trading Limited.
"Bond Standstill Agreement" means, in relation to a series of Sterling
Bonds (including the Bonds) the Supplemental Trust Deed relating to such
Sterling Bonds and/or the restructuring agreement dated on or about the date
hereof between the Issuer, BEG, BEG (UK) and certain Consenting Bondholders (as
defined therein).
"Borrower" means each of the Issuer, BEG (UK), BEPET and BEG, and includes any
other company or person which is or becomes a Borrower pursuant to the terms of
the Credit Facility Agreement.
"British Energy Undertakings" means the undertakings by the Issuer, BEG and BEG
(UK) to be contained within each and every Supplemental Trust Deed, controlling
the way in which their respective businesses are carried on during the
Standstill Period.
"Business Day" means a day on which banks are open for general business (other
than a Saturday or Sunday) in London.
"Continuing Obligations" means the obligations of the Standstill Companies to
the Creditors to be continued pursuant to the Standstill Agreement
notwithstanding any standstill agreed in respect of other obligations between
the parties pursuant to the Standstill Agreement.
"Credit Facility Agreement" means the credit facility agreement dated 26
September 2002 (as extended and restated on 28 November 2002 and as further
amended, extended and/or restated from time to time) between the Secretary of
State, the Issuer and others.
"Creditor" means each of Teesside Power Limited, TotalFinaElf Gas and Power
Limited, Enron Capital & Trade Europe Finance LLC, British Nuclear Fuels plc,
certain lenders under the EPL Facility Agreement, the EPL Swap Providers,
Eggborough Power Limited and The Royal Bank of Scotland plc.
"EPL" means Eggborough Power Limited.
"EPL Facility Agreement" means the facility agreement dated 13 July 2000 (as
amended) between EPL as borrower and various lenders.
"EPL Swap Providers" means those counterparties who have entered into swap
agreements with EPL.
"Group" means the Issuer and its Subsidiaries for the time being.
"High Court" means the High Court of Justice of England and Wales or the Court
of Session in Scotland (as appropriate).
"Indebtedness" means any obligation for the payment or repayment of moneys
whether as principal or as surety and whether present or future, actual or
contingent.
"Order" shall mean any order of the High Court.
"Registrar of Companies" means the Registrar of Companies for England and Wales
or the Registrar of Companies for Scotland (as appropriate).
"Restructuring" means the proposed restructuring of the Group in accordance with
the Restructuring Proposals.
"Restructuring Effective Date" means the date on which documentation required to
effect the Restructuring Proposals in respect of each Significant Creditor has
been executed and delivered and all conditions to the effectiveness of that
documentation have been satisfied or waived and/or (if appropriate) the office
copy of the Order of the High Court sanctioning a scheme (or schemes) of
arrangement implemented pursuant to section 425 of the Companies Act 1985 in
order to give effect to the Restructuring Proposals (or any other similar
compromise or arrangement) has been delivered to the Registrar of Companies for
registration as required by section 425 of the Companies Act 1985.
"Restructuring Proposals" means the restructuring proposals put forward by the
Issuer for the restructuring of certain debts owed to Significant Creditors.
"Secretary of State" means the Secretary of State for Trade and Industry.
"Significant Creditors" means (a) the holders (as defined in the Trust Deed) of
the Sterling Bonds (b) those banks that are, for the time being, lenders of
record under the EPL Facility Agreement (the "Eggborough Banks", which
expression shall include any such banks in their capacity as swap counterparties
to EPL); (c) Enron Capital & Trade Europe Finance LLC and Enron Capital & Trade
Resources International Corp.; (d) The Royal Bank of Scotland plc in its
capacity as a provider of a letter of credit to EPL; (e) Teesside Power Limited;
and (f) TotalFinaElf Gas and Power Limited.
"Standstill Agreement" means any agreement so named between the Standstill
Companies or any of them and the Creditors named therein.
"Standstill Company" means each of the Issuer, BEG, BEG(UK), BEPET and EPL and
"Standstill Companies" means all of them.
"Standstill Obligations" means the payment obligations of the Standstill
Companies to the Significant Creditors which are to be stood still pursuant to
any Standstill Agreement and/or any Bond Standstill Agreement.
"Standstill Period" means the period commencing on the date on which the Trustee
enters into the Supplemental Trust Deed in respect of each series of Bonds and
ending at close of business on the Termination Date.
"Sterling Bonds" means the GBP109,861,000 5.949 per cent. Guaranteed Bonds due
2003, the GBP163,444,000 6.077 per cent. Guaranteed Bonds due 2006 of the Issuer
and the GBP134,586,000 6.202 per cent. Guaranteed Bonds due 2016 of the Issuer.
"Subsidiary" means a subsidiary undertaking within the meaning of section 258 of
the Companies Act 1985.
"Supplemental Trust Deed" means the deed supplemental to the Trust Deed proposed
to be entered into between the Issuer, the Guarantors and the Trustee to give
effect to the Resolution, if passed by the Bondholders.
"Termination Date" means the earliest of:
(a) 30 September 2004;
(b) the date on which the Issuer receives written notice of termination
of the standstill arrangements from the Trustee (having been requested in
writing to serve such notice by holders of not less than 50 per cent. in
principal amount of the Bonds then outstanding and having been indemnified to
its satisfaction) following the occurrence of a Termination Event;
(c) the Restructuring Effective Date;
(d) the date on which any Standstill Agreement which may be, or may have
been, entered into by any other Significant Creditor and/or any Bond Standstill
Agreement is terminated; and
(e) 30 days from the date of the Supplemental Trust Deed if, by that
date, the Trustee shall not have received a certificate from two directors of
the Issuer to the effect that all Significant Creditors (other than the
Bondholders) have entered into Standstill Agreements and/or Bond Standstill
Agreements;
"Termination Event" means any of the following:
(a) any Standstill Company fails (i) to discharge any material
Continuing Obligation when due or (ii) to pay any interest on any Standstill
Obligation when due and, in either case, such failure continues and has not been
waived or varied for a period of 20 Business Days;
(b) any petition is presented or other step is taken for the purpose of
winding up the Issuer or any other Standstill Company (other than a petition or
step which is certified by two directors of the Issuer as being frivolous,
vexatious or an abuse of the process of the court or a petition which is
withdrawn or struck out within 20 Business Days) or an order is made or
resolution passed for the winding up of the Issuer or any other Standstill
Company;
(c) any petition is presented or other step is taken for the purpose of
the appointment of an administrator or interim manager of the Issuer or any
other Standstill Company (other than a petition or step which is certified by
two directors of the Issuer as being frivolous, vexatious or an abuse of the
process of the court or a petition which is withdrawn or struck out within 20
Business Days) or an administration order is made in relation to the Issuer or
any other Standstill Company or the Issuer or any other Standstill Company
enters into administration;
(d) any administrative or other receiver is appointed in respect of the
Issuer or any other Standstill Company or any part of their respective assets
and/or undertakings or any other steps are taken to enforce any mortgage,
standard security, charge (whether fixed or floating), pledge, lien,
hypothecation, assignment by way of security, trust arrangement or security
interest of any kind securing any obligation of any person (including without
limitation title transfer and/or retention arrangements having a similar effect)
over all or any material part of the assets of the Issuer or any other
Standstill Company;
(e) there occurs in relation to the Issuer or any other Standstill
Company, in any country or territory in which it carries on business or to the
jurisdiction of whose courts any part of its assets is subject, any event which
in that country or territory corresponds with, or has an effect equivalent or
similar to, any of those mentioned in paragraphs (b) to (d) above (inclusive);
(f) the Secretary of State makes a valid written demand for repayment
in full pursuant to:
- the Credit Facility Agreement; or
- any counter-indemnity provided by the Issuer (and any of its Subsidiaries) to
the Secretary of State in respect of any guarantee or other form of credit
support granted by the Secretary of State for the purposes of securing any
facility granted by commercial banks to the Issuer (or any of its Subsidiaries)
in order to replace the Credit Facility Agreement,
and such demand is not satisfied in accordance with the terms of the Credit
Facility Agreement or such other counter-indemnity,
(g) interest is not paid within 20 Business Days of the due date on any
series of Sterling Bonds;
(h) the corresponding Resolution in respect of both of the other series
of Sterling Bonds is not passed with the requisite majority on or before 8 April
2003; or
(i) any of the British Energy Undertakings is breached, whereupon each
Supplemental Trust Deed relating to each series of Sterling Bonds can be
terminated if such breach is not remedied within 7 days of the date on which the
Trustee serves a notice on the Issuer (copied to the Secretary of State)
requiring remedy and either (i) the Trustee certifies to the Issuer that such
breach is, in the opinion of the Trustee, materially prejudicial to the
interests of Bondholders or (ii) the Trustee is requested to do so by the
holders of at least 50 per cent. in principal amount outstanding of the relevant
series of Bonds and has been indemnified to its satisfaction.
(B) authorises and directs the Trustee to modify the provisions of the Trust
Deed in order to waive each and every Potential Event of Default and Event of
Default (each as defined in the Trust Deed) with respect to the Bonds (other
than one arising under paragraph (a) (Non-Payment) of Condition 15 (Events of
Default) of the Bonds in relation to payment of interest (an "Interest
Default")) which to date may have occurred, or which subsists, or which occurs
or subsists at any time after the date hereof until the end of the Standstill
Period (as defined in paragraph (A)), on terms that such waiver shall cease to
have effect on the Termination Date (as defined in paragraph (A));
(C) authorises and directs the Trustee to modify the provisions of the Trust
Deed so that any request by any Bondholder to the Trustee or any notice by the
Trustee to the Issuer, in either case, for the immediate repayment of the Bonds
under Condition 15 (Events of Default) of the Bonds made or given prior to the
entering into of the Supplemental Trust Deed (as defined in paragraph (A)) be
deemed null and void;
(D) authorises and directs the Trustee to modify the provisions of the Trust
Deed so that the obligation of the Issuer under Condition 6 (Interest) of the
Conditions to pay interest annually in arrear on 25 March in each year shall be
amended to provide for the payment of interest annually in arrear on 25 March
2003 and thereafter semi-annually in arrear on 25 March and 25 September in each
year until the end of the Standstill Period (as defined in paragraph (A)) at the
rate of (5.949/6.077/6.202)* per cent. per annum.;
(E) authorises and directs the Trustee to modify the provisions of the Trust
Deed so that Condition 11 (Redemption at the Option of Bondholders) of the Bonds
shall cease to have effect during the Standstill Period (as defined in paragraph
(A));
(F) declares that the Trustee shall be entitled to assume that (i) no
Termination Event or Termination Date has occurred unless it has actual
knowledge or express notice to the contrary, and (ii) that the Issuer and the
Guarantors are performing all their respective obligations under the
Supplemental Trust Deed; and
(G)
(i) sanctions and approves every modification, abrogation, variation or
compromise of, or arrangement in respect of, the rights of Bondholders necessary
to give effect to this Resolution (whether or not the rights arise under the
Trust Deed) and assents to every modification, variation, or abrogation of the
covenants or provisions of the Trust Deed involved or affected by the
implementation of this Resolution, or to give effect to or to implement such
other arrangements, in respect of the subject matter of paragraphs (A), (B),
(C), (D), (E) or (F) of this Resolution which, taken as a whole, in the sole
discretion of the Trustee, are more favourable and/or less prejudicial to the
interests of Bondholders as a whole than the arrangements set out in such
paragraphs, such modification, abrogation, variation or compromise to be
effected by the Supplemental Trust Deed (as defined in paragraph (A)) which
includes a provision entitling the Trustee, if so requested by holders of at
least 50 per cent. in principal amount of the Bonds then outstanding, to
terminate the Supplemental Trust Deed following the occurrence of a Termination
Event (as defined in paragraph (A));
(ii) authorises and directs the Trustee to concur in taking all steps considered
by it in its sole discretion to be necessary, desirable or expedient to carry
out and give effect to this Resolution; and
(iii) declares that the Trustee shall have no liability to Bondholders for its
acts or omissions in furtherance of this Resolution."
VOTING ARRANGEMENTS
Each series of Bonds is represented by a Global Bond deposited with a common
depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System
("Euroclear") and Clearstream Banking, societe anonyme, Luxembourg
("Clearstream, Luxembourg").
Persons who hold interests in a relevant Global Bond through their accounts with
Euroclear and/or Clearstream, Luxembourg (each a "Clearing System") who wish to
vote at the relevant Meeting but do not wish to attend are required to give
their voting instructions to the relevant Clearing System not later than 11.00
a.m. on Thursday, 6 March 2003 (in the case of the 2003 Bonds), 11.20 a.m. on
Thursday, 6 March 2003 (in the case of the 2006 Bonds) and 11.40 a.m. on
Thursday, 6 March 2003 (in the case of the 2016 Bonds). The Clearing Systems
will then instruct HSBC Bank plc as Principal Paying Agent to attend the
relevant Meeting and cast its votes in accordance with the instructions received
by it. Bondholders wishing to vote at, but not attend, the relevant Meeting
should note that if they have not submitted their voting instructions to the
relevant Clearing System by the time stipulated in this paragraph, their votes
will not be counted for the purposes of the relevant Meeting.
Persons who hold interests in a relevant Global Bond through the Clearing
Systems and who wish to attend the relevant Meeting should give instructions to
the relevant Clearing System not later than 11.00 a.m. on Thursday, 6 March 2003
(in the case of the 2003 Bonds), 11.20 a.m. on Thursday, 6 March 2003 (in the
case of the 2006 Bonds) and 11.40 a.m. on Thursday, 6 March 2003 (in the case of
the 2016 Bonds). The Clearing Systems will then instruct HSBC Bank plc as
Principal Paying Agent to issue a voting certificate (to be collected at the
relevant Meeting). Bondholders wishing to attend and vote at the relevant
Meeting should note that if they have not submitted their instructions to the
relevant Clearing System by the time stipulated in this paragraph, they will not
be issued with a voting certificate and will not be entitled to vote at the
relevant Meeting.
In both cases, such persons should contact the applicable Clearing System(s)
through which they hold their interests in a Global Bond for further information
as to the manner and deadline by which instructions could be given. It is the
responsibility of each such person to ensure that the Clearing Systems have
supplied HSBC Bank plc with the information necessary for HSBC Bank plc to cast
votes or issue voting certificates, as the case may be. None of the Issuer,
HSBC Bank plc or the Trustee accepts responsibility for delays or failure in
communications from the Clearing Systems.
Each question submitted to the Meeting will be decided by a show of hands unless
a poll is (before, or on the declaration of the result of, the show of hands)
demanded by the chairman, the Issuer, the Trustee or one or more persons
representing two per cent. or more of the Bonds.
On a show of hands, every person who is present in person and who produces a
voting certificate or is a proxy has one vote. On a poll, every person has one
vote for each GBP1,000 principal amount of Bonds represented by the voting
certificate so produced or for which he is a proxy.
In case of equality of votes the chairman shall both on a show of hands and on a
poll have a casting vote in addition to any other votes which he may have.
Principal Paying Agent
HSBC Bank plc
Mariner House
Pepys Street
London EC3N 4DA
Paying Agents
Dexia Banque Internationale a Luxembourg S.A.
69 route d'Esch
L-2953 Luxembourg
UBS AG
45 Bahnhofstrasse
CH-8098 Zurich
Switzerland
--------------------------
* To be deleted as appropriate
* Delete as applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 14 2003 BRITISH ENERGY PLC
By:____Paul Heward____
Name: Paul Heward
Title: Director - Investor Relations