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
November 27, 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: Notice of Meetings
dated 27 November, 2003
27 November 2003
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
and XS0180470121)
(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 and
XS0180469461)
(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 and
XS0180470808)
(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 resolutions set out below. This notice is issued pursuant to the
provisions of the 2003 Bonds and the trust deed dated 25 March 1999 by which the
Bonds are constituted (as amended and/or supplemented from time to time, the
"Trust Deed"). The Meeting of the 2003 Bondholders will be held at the offices
of Clifford Chance at 10 Upper Bank Street, Canary Wharf, London E14 5JJ on
Friday, 19 December 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 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 resolutions set out below. This notice is issued pursuant to the
provisions of the 2006 Bonds and the trust deed dated 25 March 1999 by which the
Bonds are constituted (as amended and/or supplemented from time to time, the
"Trust Deed"). The Meeting of the 2006 Bondholders will be held at the offices
of Clifford Chance at 10 Upper Bank Street, Canary Wharf, London E14 5JJ on
Friday, 19 December 2003 at 11.20 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 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 resolutions set out below. This notice is issued pursuant to the
provisions of the 2016 Bonds and the trust deed dated 25 March 1999 by which the
Bonds are constituted (as amended and/or supplemented from time to time, the
"Trust Deed"). The Meeting of the 2016 Bondholders will be held at the offices
of Clifford Chance at 10 Upper Bank Street, Canary Wharf, London E14 5JJ on
Friday, 19 December 2003 at 11.40 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.
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".
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", which expression includes any replacement or additional trustee(s)
appointed from time to time in relation to the Bonds), to enter into a third
supplemental trust deed modifying the provisions of the Trust Deed in order (i)
to permit the exchange of the global bonds representing the Bonds into
definitive Bonds at the option and expense of the Issuer (if the applicable
resolution is passed by holders of the relevant series of Bonds), (ii) to
approve the appointment of The Law Debenture Intermediary Corporation p.l.c. and
Law Debenture Trustees Limited as replacement trustees for the 2006 Bonds and
the 2016 Bonds, respectively, in place of The Law Debenture Trust Corporation
p.l.c. (if the applicable resolution is passed by holders of the relevant series
of Bonds); (iii) to authorise the Trustee to deal with new securities made
available to Bondholders pursuant to any scheme of arrangement, compromise or
exchange proposed by the Issuer, any Guarantor or the Trustee, including a
scheme of arrangement (as described below) currently expected to be proposed by
the Issuer (pursuant to which the Bondholders and others will agree to release
their existing claims against the Issuer, the Guarantors and its/their
affiliates under the Bonds in exchange for new securities) (a "Compromise
Proposal"), (iv) to authorise the Trustee to comply with any obligations which
may be imposed upon it under any Compromise Proposal, including entering into
such agreements, deeds and other documents as are required to be entered into by
the Trustee in connection with such Compromise Proposal, (v) to amend the
provisions of the Trust Deed to provide for payment of accrued interest on the
Bonds (if any) on the date that any Compromise Proposal becomes effective, (vi)
to amend the definition of "Permitted Security Interest" and to make certain
other amendments to the provisions of the Trust Deed, to make such provisions
consistent with the corresponding provisions of the Creditor Restructuring
Agreement (as defined below); (vi) to extend the "backstop" termination date for
the existing standstill arrangements from 30 September 2004 to 12 noon on the
earlier of 31 January 2005 and the date falling 120 days after the date on which
the last of the initial conditions precedent set out in the Creditor
Restructuring Agreement is satisfied; (vii) to permit certain amendments to the
TPL PPA (as defined in the Trust Deed); and (viii) to insert a written
resolution procedure into the Trust Deed to enable a majority of bondholders to
direct the Trustee by written resolution to waive or modify the British Energy
undertakings contained within the First Supplemental Trust Deed (as amended by
the Third Supplemental Trust Deed, if executed) and to further extend the
"backstop" termination date referred to in (vi).
On 14 February 2003, British Energy announced that it had reached agreement on a
binding basis with certain significant creditors, including certain Bondholders,
on the terms of a standstill and that it had reached a non-binding agreement
with certain significant creditors, including certain Bondholders, on the
principles of British Energy's restructuring, subject to certain approvals. The
terms of the standstill were approved by the Bondholders at a meeting held on 24
March 2003.
On 1 October 2003, British Energy announced that it had entered into an
agreement dated as of 30 September 2003 (as amended and/or supplemented or
replaced from time to time, the "Creditor Restructuring Agreement") with certain
significant creditors, including certain Bondholders, relating to the
recognition and compromise of the claims of its significant creditors (the
"Proposed Restructuring"). As at 31 October 2003, certain Bondholders who
represented 87.73 per cent. of the aggregate principal amount of the Bonds had
entered into the Creditor Restructuring Agreement and agreed to vote in favour
of the Scheme.
Under the terms of the Proposed Restructuring, the claims of the Bondholders and
The Royal Bank of Scotland plc ("RBS") will be compromised pursuant to a scheme
of arrangement pursuant to Section 425 of the Companies Act 1985 (the "Scheme")
which will be proposed and, if approved by Bondholders and RBS (at meetings to
be convened for the purpose) and the court, implemented once all the conditions
to the Proposed Restructuring (most notably the receipt of State aid approval
from the European Commission (the "EC")) are satisfied, which is expected to
take place in mid to late 2004.
The purpose of the Scheme is to effect a compromise between British Energy, on
the one hand, and the Bondholders and RBS, on the other, whereby the Bondholders
and RBS will release their existing claims against British Energy and certain of
its subsidiaries in consideration for receiving new securities, to be issued by
a newly formed company, and new shares, to be issued by another newly formed
company. If the Scheme is approved, accrued interest on the Bonds up to the
date the Scheme becomes effective will be paid on the date the Scheme becomes
effective.
Further information concerning the extraordinary resolutions and the proposed
Scheme 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, G74
5PR, from the offices of Clifford Chance at 10 Upper Bank Street, Canary Wharf,
London E14 5JJ 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 28 November
2003.
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 RESOLUTIONS
THE FIRST 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 (as amended and/or supplemented from time to time, 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:
(A) authorises and directs the Trustee to:
(i) agree with the Issuer to amend the form of relevant permanent global
bond (whether the Original Permanent Global Bond or the CRA Permanent Global
Bond, each as defined in paragraph (iii) below) set out at Schedule 2 to the
Trust Deed (the "Permanent Global Bonds" and each, a "Permanent Global Bond")
and thereby deem the Permanent Global Bond(s) duly amended, and modify all other
appropriate provisions of the Trust Deed considered by it to be necessary or
desirable to permit the exchange (the "Exchange") in whole of the Permanent
Global Bond(s) for security printed definitive Bonds in bearer form or for
non-security printed definitive Bonds in registered form at any time at the
option (and expense) of the Issuer upon the Issuer giving not less than 15 nor
more than 60 days' notice to the Bondholders in accordance with Condition 22 of
the terms and conditions of the Bonds (the "Conditions") of its intention to do
so;
(ii) execute all other documents and do all such things as it may
consider necessary or desirable in connection with the Exchange; and
(iii) in this paragraph (A), the following terms shall have the
following meanings:
"Original Permanent Global Bond" means the permanent global bond substantially
in the form set out in Schedule 2 to the Trust Deed; and
"CRA Permanent Global Bond" means the global bond for which the Original
Permanent Global Bond may be exchanged in whole or part in accordance with its
terms, substantially in the form set out in Schedule 2 to the Trust Deed;
(insert for 2006 Bonds)
(B) authorises the Issuer and the Guarantors to enter into a deed of
retirement and accession between, among others, the Issuer, the Guarantors and
The Law Debenture Intermediary Corporation p.l.c. pursuant to which the Trustee
will retire as trustee of the Bonds and The Law Debenture Intermediary
Corporation p.l.c. (the "Replacement Trustee") will be appointed as new trustee
of the Bonds; and
(insert for 2016 Bonds)
(B) authorises the Issuer and the Guarantors to enter into a deed of
retirement and accession between, among others, the Issuer, the Guarantors and
Law Debenture Trustees Limited pursuant to which the Trustee will retire as
trustee of the Bonds and Law Debenture Trustees Limited (the "Replacement
Trustee") will be appointed as new trustee of the Bonds; and
(C)
(i) sanctions and approves every modification, abrogation, variation or
compromise of, or arrangement in respect of, the rights of Bondholders against
the Issuer or the Guarantors necessary to give effect to this Extraordinary
Resolution (whether or not those rights arise under the Trust Deed or the
Conditions);
(ii) assents to every modification, abrogation, variation or compromise
of the covenants or provisions of the Trust Deed and/or the Conditions involved
or affected by the implementation of this Extraordinary Resolution, such
modification, abrogation, variation or compromise to be effected by a deed
supplemental to the Trust Deed to be entered into between, among others, the
Issuer, the Guarantors and the Trustee (and the Replacement Trustee)* to give
effect to this Extraordinary Resolution;
(iii) 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 Extraordinary Resolution; and
(iv) declares that (each of)* the Trustee (and the Replacement Trustee)*
shall have no liability to Bondholders for its acts or omissions in furtherance
of this Extraordinary Resolution."
*Insert for 2006 and 2016 resolutions only
THE SECOND 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 (as amended and/or supplemented from time to time,
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 Bonds issued by the Issuer:
(A) authorises and directs the Trustee to modify the provisions of
the Trust Deed by the addition of new Clauses 9.16 and 9.17 as follows:
"9.16 Additional Powers regarding any Compromise or Arrangement
In the event of the final approval and entry into effect of any proposal (a
"Compromise Proposal") made by the Issuer or either Guarantor or the Trustee for
(i) any modification, abrogation, variation or compromise of, or arrangement in
respect of, the rights of Bondholders and/or Couponholders against the Issuer or
the Guarantors (whether or not those rights arise under the Trust Deed, the
Conditions, the Bonds or the Coupons and including, without limitation, a scheme
of arrangement pursuant to section 425 of the Companies Act 1985) and/or (ii)
the exchange of the Bonds for, substitution for the Bonds of, or conversion of
the Bonds into, shares, bonds or other obligations or securities of the Issuer,
either Guarantor or other entity, the Trustee shall have the power and authority
in relation to the Bonds to:
(i) distribute, or instruct another person, whether acting as agent
for the Trustee, the Issuer or any Guarantor (a "Distribution Agent"), to
distribute to Bondholders any cash and/or securities (including any new bonds
and/or new shares) receivable by Bondholders in accordance with the arrangements
contemplated in any such Compromise Proposal; and
(ii)
(a) dispose of those securities (if any) which are held by it or on its
behalf and which remain undistributed at the expiry of any prescribed waiting
period or, as the case may be, instruct any Distribution Agent to dispose of
those securities held by such Distribution Agent or its nominee at such time on
behalf of the Trustee, as soon as practicable after the end of such waiting
period and on such date or dates on which it is, in the sole discretion of the
Trustee, or, as the case may be, such Distribution Agent, practicable to sell
any or all such securities, having regard to the level of demand for such
securities (as determined by the Trustee, or, as the case may be, such
Distribution Agent); and
(b) distribute, or instruct such Distribution Agent to distribute, from time to
time the net cash proceeds of any such disposal effected under Clause
9.16(ii)(a) above (after deduction for or on account of all applicable taxes and
any costs) together with any cash at the time due and owing to and remaining
undistributed to Bondholders at that time to Bondholders in accordance with the
procedures set out in the relevant Compromise Proposal.
** To be deleted as appropriate
9.17 No Liability
The Trustee shall be exonerated from, and shall have no liability for, its acts
or omissions in connection with Clause 9.16 above.";
(B) authorises the Trustee to comply with any obligations imposed
upon it under or pursuant to any Compromise Proposal, including approving,
signing and/or ratifying any and all agreements, deeds and other documents
required to be entered into by the Trustee in connection with such Compromise
Proposal in such form as is acceptable to the Trustee and which, without
limitation, may include entering into any deeds of release in favour of the
Issuer and/or the Guarantors and/or any other person (including, without
limitation, the directors, agents, officers, employees and professional advisers
of such released parties) whereby any liability of such released parties to the
Trustee shall be waived and released to the extent set out in such deed of
release, and agreeing with the Issuer and/or the Guarantors such modifications
to the Trust Deed and any other documents relating to the Bonds as the Trustee,
in its sole discretion, shall consider necessary or desirable to achieve the
purposes of the Compromise Proposal and/or to enable any consideration to be
paid or distributed to Bondholders in connection with the Compromise Proposal to
be paid or distributed to Bondholders by the Trustee, the Issuer or any
Guarantor or by any paying agent or distribution agent appointed for the
purpose;
(C) authorises and instructs the Trustee to modify the provisions of
the Trust Deed so that interest accrued on the Bonds from (and including) the
last preceding Payment Date up to (but excluding) the date on which any
Compromise Proposal becomes effective (the "Restructuring Date") may be paid to
Bondholders on the Restructuring Date;
(D) authorises and directs the Trustee to modify the provisions of
the Trust Deed as follows:
(i) by inserting the following definitions:
"BE Finco" means the treasury company, which will be a subsidiary of the Issuer,
to be established for the purposes of the Intra-Group Funding Arrangements;
"Creditor Restructuring Agreement" means the creditor restructuring agreement
dated as of 30 September 2003 made between, inter alia, British Energy plc,
certain subsidiaries of British Energy plc and certain of its and their
creditors, as the same may be amended or supplemented from time to time;
"EPL Lenders" means the lenders, from time to time and for the time being, under
the EPL Facility Agreement;
"Intra-Group Funding Arrangements" means (a) the intercompany loan agreement
between, inter alia, the Issuer, any Group Company and BE Finco and (b) the
debenture creating fixed and floating charges in respect of the intercompany
loan agreement between, inter alia, BE Finco, any Group Company and the Issuer;
"New Standstill Agreement" means the standstill agreement which may be entered
into between the Issuer, the Guarantors, certain other Group Companies, BNFL,
TPL, Total Gas & Power Limited, Enron Capital & Trade Europe Finance L.L.C., The
Royal Bank of Scotland plc and those EPL Lenders and EPL Swap Providers who have
entered into the Creditor Restructuring Agreement, or their permitted successors
or assigns;
"Restructuring Condition" shall have the meaning set out in the Creditor
Restructuring Agreement as at 27 November 2003 (and as described in the Circular
accompanying this Notice);
"Restructuring Long Stop Date" shall have the meaning set out in the Creditor
Restructuring Agreement as at 27 November 2003 (and as described in the Circular
accompanying this Notice);
"TPL Amended PPA" means the TPL PPA as further amended on 24 March 2003 in
accordance with the Standstill Agreement;
"TPL Option" means the agreement in the agreed form (as defined in the Creditor
Restructuring Agreement) between TPL and BEPET giving TPL the option to
terminate the TPL Amended PPA and the TPL 200 MW PPA to be entered into pursuant
to the New Standstill Agreement;
"TPL Side Letter" means the letter exchanged between TPL and BEPET relating to
the meaning of "Standstill Period" in the TPL Amended PPA and the TPL 200 MW
PPA;
(ii) by amending the definition of "Group" by adding at the end "and
"Group Company" means any of them";
(iii)by amending the definition of "Permitted Security Interest" (as
defined in Clause 1.3 of the Supplemental Trust Deed dated 31 March 2003 (the
"First Supplemental Trust Deed") as follows:
- delete paragraph (f) and replace it with the following: "any
Security Interest given by way of cash collateral securing obligations of a
member of the Group under electricity trading or procurement contracts with
suppliers, in each case entered into in the ordinary course of that company's
business (or any such Security Interest given in respect of letters of credit
relating to such obligation)";
- add the following as a new paragraph (j): "any guarantee, indemnity
and any Security Interest created under or in connection with or arising out of
the Intra-Group Funding Arrangements";
(iv)by deleting the definition of "Restructuring Effective Date" and
substituting the following: ""Restructuring Date" means the date on which the
Restructuring Condition is satisfied;"
(v) by amending the definition of "Standstill Agreement" by adding at the
end "including, without limitation, the New Standstill Agreement, if entered
into, as the same may be amended from time to time"; and
(vi) by amending the definition of "Termination Date" in Clause 1.3
of the First Supplemental Trust Deed as follows:
- by deleting "30 September 2004" in paragraph (a) and substituting
"12 noon on the earlier of 31 January 2005 and the date falling 120 days after
the date on which the last of the initial conditions to the Creditor
Restructuring Agreement is satisfied (as certified in writing by two directors
of British Energy to the Trustee) (or such later date and subject to such
intermediate milestones as are agreed in writing, by the parties specified in
and in the manner set out in the Creditor Restructuring Agreement and approved
by a written resolution of Bondholders)";
- by deleting "Restructuring Effective Date" in paragraph (c) and
substituting "Restructuring Date";
- in paragraph (d), by adding after the words "Bond Standstill
Agreement" the words "and/or Creditor Restructuring Agreement" and by adding at
the end "except that if the New Standstill Agreement is entered into by the
parties thereto and, as a direct result, the Standstill Agreement terminates,
the date on which the Standstill Agreement terminates shall not constitute a
Termination Date for the purposes of this paragraph";
(vii) by amending the definition of "TPL 200 MW PPA" by deleting the words
"to be executed by" and substituting the words "dated 24 March 2003 and made
between";
(viii) by amending Clause 8.1 of the First Supplemental Trust Deed by
adding the words "transactions pursuant to the Intra-Group Funding Arrangements
or" after the words "enter into any transactions, other than";
(ix) by amending Clause 8.2(iii) of the First Supplemental Trust Deed by
adding the words "and/or the Creditor Restructuring Agreement" at the end;
(x) by amending Clause 8.5 of the First Supplemental Trust Deed by
adding after the first reference to "Supplemental Trust Deed" the words "and/or
the Creditor Restructuring Agreement";
(xi) by deleting Clauses 8.7, 8.10 and 8.11 of the First
Supplemental Trust Deed and renumbering the remaining sub-paragraphs of Clause 8
accordingly;
(xii) by amending Clause 8.12 (TPL Documents) by adding, after the
words "in this Supplemental Trust Deed" the words "or pursuant to the TPL Option
and/or the TPL Side Letter" and by replacing "TPL PPA" with "TPL Amended PPA";
and
(xiii) by amending Clause 9(c) of the First Supplemental Trust Deed by
adding the words "and/or the Creditor Restructuring Agreement" at the end;
(E)
(i) sanctions and approves every modification, abrogation,
variation or compromise of, or arrangement in respect of, the rights of
Bondholders against the Issuer or the Guarantors necessary to give effect to
this Extraordinary Resolution (whether or not those rights arise under the Trust
Deed or the Conditions);
(ii) assents to every modification, abrogation, variation or compromise
of the covenants or provisions of the Trust Deed and/or the Conditions involved
or affected by the implementation of this Extraordinary Resolution, such
modification, abrogation, variation or compromise to be effected by a deed
supplemental to the Trust Deed to be entered into between the Issuer, the
Guarantors and the Trustee to give effect to this Extraordinary Resolution;
(iii) 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 Extraordinary Resolution; and
(iv) declares that the Trustee shall have no liability to Bondholders for
its acts or omissions in furtherance of this Extraordinary Resolution."
THE THIRD 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 (as amended and/or supplemented from time to time, 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 (i) an equivalent resolution being
passed by the holders of each other series of Bonds issued by the Issuer and
(ii) in the case of the proposed addition of a new paragraph 35(ii) to Schedule
3 to the Trust Deed, the Second Resolution above being passed by the
Bondholders:
(A) authorises and directs the Trustee to modify the provisions of
Schedule 3 (Provisions for Meetings of Bondholders) to the Trust Deed as
follows:
(i) by the insertion of the following definitions in paragraph 1 as
paragraph 1.6 (with the remaining sub-paragraphs of paragraph 1 being renumbered
appropriately):
** To be deleted as appropriate.
"1.6 "written resolution" means a resolution in writing signed by or
on behalf of holders of a simple majority in principal amount of the Bonds then
outstanding who for the time being are entitled to receive notice of a meeting
in accordance with the provisions of this Schedule, whether contained in one
document or several documents in the same form, each signed by or on behalf of
such holders of the Bonds";
(ii) by the insertion of the following as paragraphs 35 and 36 of
Schedule 3 to the Trust Deed:
"Written Resolution
35 A written resolution shall be effective only for the following
limited purposes:
(i) authorising and instructing the Trustee to consent to a waiver or
modification of any of the undertakings given by the Issuer in Clause 8 of the
First Supplemental Trust Deed (as amended from time to time); and/or
(ii) authorising and instructing the Trustee to extend from time to
time the standstill longstop date specified in paragraph (a) of the definition
of "Termination Date" in Clause 1.3 of the First Supplemental Trust Deed (as
amended from time to time).
36(A) A written resolution shall be treated as duly passed if the
Trustee is satisfied (in its absolute discretion) that it has been signed by or
on behalf of holders (which may include being signed by (or on behalf of) a
depositary holding Bonds on behalf of Euroclear or Clearstream or being duly
signed by (or on behalf of) the Principal Paying Agent) of a simple majority in
principal amount outstanding of the Bonds.
(B) Any written resolution duly passed in accordance with paragraphs
35 and 36(A) above shall be treated as an Extraordinary Resolution passed at a
meeting of the Bondholders duly convened and held in accordance with this Trust
Deed and shall be binding on all the Bondholders whether or not they receive a
copy of such proposed written resolution, and each Bondholder shall be bound to
give effect to such written resolution, if passed, accordingly.
(C) Failure in despatch to or receipt by any Bondholder of any
proposed written resolution shall not invalidate the written resolution if duly
passed as set out above.
(D) Without limitation to paragraph (A) above, the Issuer and the
Trustee may call for and shall be at liberty to accept and place full reliance
on as sufficient evidence thereof a certificate or letter of confirmation signed
on behalf of Euroclear or Clearstream (or any other clearing system approved in
writing by the Trustee in which Bonds may for the time being be held) or any
form of record made by either or any of them (including any statement of
transactions or other report generated through or by Euroclear's EUCLID or
Clearstream's Cedcom system) to the effect that at any particular time or
throughout any particular period any particular person is, was or will be shown
in its records as entitled to a particular interest in any global note or bond
representing Bonds.
(B)
(i) sanctions and approves every modification, abrogation, variation or
compromise of, or arrangement in respect of, the rights of Bondholders against
the Issuer or the Guarantors necessary to give effect to this Extraordinary
Resolution (whether or not those rights arise under the Trust Deed or the
Conditions);
(ii) assents to every modification, abrogation, variation or compromise
of the covenants or provisions of the Trust Deed and/or the Conditions involved
or affected by the implementation of this Extraordinary Resolution, such
modification, abrogation, variation or compromise to be effected by a deed
supplemental to the Trust Deed to be entered into between the Issuer, the
Guarantors and the Trustee to give effect to this Extraordinary Resolution;
(iii) 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 Extraordinary Resolution; and
(iv) declares that the Trustee shall have no liability to Bondholders for
its acts or omissions in furtherance of this Extraordinary Resolution."
VOTING ARRANGEMENTS
Each series of Bonds is represented by two Global Bonds 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 Wednesday, 17 December 2003 (in the case of the 2003 Bonds), 11.20 a.m.
on Wednesday, 17 December 2003 (in the case of the 2006 Bonds) and 11.40 a.m. on
Wednesday, 17 December 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
may 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 Wednesday, 17 December
2003 (in the case of the 2003 Bonds), 11.20 a.m. on Wednesday, 17 December 2003
(in the case of the 2006 Bonds) and 11.40 a.m. on Wednesday, 17 December 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 may not be issued with a voting certificate and accordingly may
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 should 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 a 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 of the relevant series.
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 societe anonyme
69 route d'Esch
L-2953 Luxembourg
UBS AG
45 Bahnhofstrasse
CH-8098 Zurich
Switzerland
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: November 27, 2003 BRITISH ENERGY PLC
By:____Paul Heward____
Name: Paul Heward
Title: Director - Investor Relations