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As filed with the Securities and Exchange Commission on September 29, 1999
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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INDEPENDENT ENERGY HOLDINGS PLC
(Exact name of Registrant as specified in the charter)
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England 4911 Not Applicable
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
corporation or
organization) ----------------
Radcliffe House
Blenheim Court
Solihull, West Midlands
United Kingdom B91 2AA
011-44-121-705-1111
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
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CT Corporation System
1633 Broadway
New York, NY 10019
(212) 664-1666
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies of communications to:
Richard J. Wilkie Keith Kearney
Akin, Gump, Strauss, Hauer & Feld, L.L.P. Davis Polk & Wardwell
711 Louisiana, Suite 1900 One Fredrick's Place
Houston, Texas 77002 London EC2R 8AB
(713) 220-5800 United Kingdom
44-171-418-1300
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [X] 333-85719
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to made pursuant to Rule 434,
please check the following box: [_]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TABLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Ordinary shares, nominal value 1p per
share(2)........................................ 1,868,750 $16.0625 $30,016,797 $8,344.67
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(1) Estimated solely for the purpose for computing the amount of registration fee pursuant to Rule 457(c).
(2) American Depositary Shares evidenced by American Depositary Receipts issuable on deposit of the ordinary
shares registered hereby have been registered pursuant to a separate Registration Statement on Form F-6.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) and General
Instruction IV of Form F-3, both as promulgated under the Securities Act of
1933, as amended. The contents of the Registration Statement on Form F-3 (File
No. 333-85719) filed by Independent Energy Holdings PLC with the Securities and
Exchange Commission, which was declared effective by the Commission on
September 28, 1999, are incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS.
Item 16. Exhibits
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-85719 are incorporated by reference into, and shall be deemed
to be a part of, this registration statement, except for the following, which
are filed herewith.
Exhibit
No. Description
5 Opinion of Masons as to the legality of the Ordinary Shares.
23.1 Consent of Masons (included in Exhibit 5).
23.2 Consent of Pannell Kerr Forster.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized on September 29, 1999.
INDEPENDENT ENERGY HOLDINGS PLC
(Registrant)
/s/ Burt H. Keenan
By:___________________________________
Burt H. Keenan
Chairman
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the dates indicated.
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<S> <C> <C>
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Signature Title Date
/s/ Burt H. Kennan Chairman September 29, 1999
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Burt H. Keenan
* Chief Executive September 29, 1999
- ---------------------------------- Officer and
John L. Sulley Director
(Principal
Executive Officer)
* Executive Director-- September 29, 1999
- ---------------------------------- Finance (Principal
Ian Stewart Financial and
Accounting Officer)
* Executive Director-- September 29, 1999
- ---------------------------------- Resources
William E. Evans
* Executive September 29, 1999
- ---------------------------------- Director--
Robert E. Jones Operations
* Non-executive September 29, 1999
- ---------------------------------- Director
Roy W. Deakin
* Non-executive September 29, 1999
- ---------------------------------- Director and
Jerry W. Jarrell Authorized
Representative in
the United States
* Non-executive September 29, 1999
- ---------------------------------- Director
David O. May
* Non-executive September 29, 1999
- ---------------------------------- Director
Herbert L. Oakes
*By: /s/ Burt H. Keenan
__________________________________
Burt H. Keenan
Attorney-in-Fact
II-2
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EXHIBIT 5
[Letterhead of Masons Solicitors]
29 September 1999
Independent Energy Holdings PLC
Radcliffe House
Blenheim Court
Solihull, West Midlands B91 2AA
Dear Sirs:
We have acted as solicitors in England to Independent Energy Holdings PLC (the
"Company") and the selling shareholders and have been requested by such parties
to give this opinion in connection with the Registration Statement on Form F-3
filed with the United States Securities and Exchange Commission by the Company
for the purposes of registering under the United States Securities Act of 1933
(the "Securities Act") Ordinary Shares of 1p each. For the purposes of this
opinion, words and phrases used but not defined herein shall have the same
meaning as those contained in the Prospectus. We are of the opinion that the
Ordinary Shares to be offered and sold by the Company, once allotted and issued
by the Company and fully paid for by the Underwriters, will be duly authorized
and validly issued and fully paid and will not be subject to calls for further
funds. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours truly,
Masons Solicitors
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form F-3 of our report dated 19
August 1999 relating to the financial statements of Independent Energy Holdings
PLC as of 30 June 1998 and 1999 and for each of the fiscal years in the three-
year period ended 30 June 1999 appearing in the Registration Statement on
Form F-3 of Independent Energy Holdings PLC (File No. 333-85719).
Nottingham, England /s/ Pannell Kerr Forster
Pannell Kerr Forster, Chartered
Accountants and
29 September 1999 Registered Auditors
