----------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 5)
THE ENERGY GROUP PLC
(Name of Subject Company)
PACIFICORP ACQUISITIONS
PACIFICORP
(Bidders)
Ordinary Shares of 10p Each and
American Depositary Shares, Each Representing 4 Ordinary Shares
and Evidenced by American Depositary Receipts
(Title of Class of Securities)
292691 10 2
(CUSIP Number of Class of Securities)
Richard T. O'Brien
PacifiCorp
Port of Portland Building, Suite 1600
700 NE Multnomah
Portland, Oregon 97232
(503) 731-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copy to:
Stuart W. Chestler
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
(503) 294-9500
<PAGE>
14D-1
- --------------------------------------------------------------------------------
1. Name of reporting person
PacifiCorp Acquisitions
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group (a) ___
(b) ___
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds
AF, BK
- --------------------------------------------------------------------------------
5. Check box if disclosure of legal proceedings is required pursuant
to Items 2(e) OR 2(f) ___
- --------------------------------------------------------------------------------
6. Citizenship or place of organization
England and Wales
- --------------------------------------------------------------------------------
7. Aggregate amount beneficially owned by each reporting person
45,987,079
- --------------------------------------------------------------------------------
8. Check box if the aggregate amount in row (7) excludes certain shares
___
- --------------------------------------------------------------------------------
9. Percent of class represented by amount in row (7)
Approximately 8.8%
- --------------------------------------------------------------------------------
10. Type of reporting person
CO
- --------------------------------------------------------------------------------
2
<PAGE>
14D-1
- --------------------------------------------------------------------------------
1. Name of reporting person
PacifiCorp
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group (a) ___
(b) ___
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds
AF, BK
- --------------------------------------------------------------------------------
5. Check box if disclosure of legal proceedings is required pursuant
to Items 2(e) OR 2(f) ___
- --------------------------------------------------------------------------------
6. Citizenship or place of organization
Oregon
- --------------------------------------------------------------------------------
7. Aggregate amount beneficially owned by each reporting person
45,987,079
- --------------------------------------------------------------------------------
8. Check box if the aggregate amount in row (7) excludes certain shares
___
- --------------------------------------------------------------------------------
9. Percent of class represented by amount in row (7)
Approximately 8.8%
- --------------------------------------------------------------------------------
10. Type of reporting person
CO
- --------------------------------------------------------------------------------
3
<PAGE>
PacifiCorp Acquisitions and PacifiCorp hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1 (the "Statement"), originally filed on
February 6, 1998, with respect to their offer to purchase all outstanding
Ordinary Shares of 10p each and American Depositary Shares, each representing 4
Ordinary Shares and evidenced by American Depositary Receipts, of The Energy
Group PLC, a public limited company organized under the laws of England and
Wales, as set forth in this Amendment No. 5. Capitalized terms not defined
herein have the meanings assigned thereto in the Statement.
Item 1. Security and Subject Company.
(b) The Statement relates to the increased offer (the "Increased Offer") by
PacifiCorp Acquisitions to purchase all of the outstanding (a) Energy Group
Shares and (b) Energy Group ADSs. The Increased Offer is subject to the terms
and conditions set forth in the increased offer to purchase dated March 19, 1998
(the "Increased Offer to Purchase") (a copy of which is filed as Exhibit (a)(18)
hereto) and the related Revised Letter of Transmittal for the Energy Group ADSs
(a copy of which is filed as Exhibit (a)(19) hereto) and Revised Form of
Acceptance, Authority and Election for the Energy Group Shares (a copy of which
is filed as Exhibit (a)(20) hereto). Information concerning the consideration
being offered therefore is set forth under the caption "The Increased Offer" in
the Letter from Goldman Sachs International contained in the Increased Offer to
Purchase and is incorporated herein by reference.
(c) The information set forth under the caption "Stock Exchange quotations"
in Appendix II to the Increased Offer to Purchase is incorporated herein by
reference.
Item 4. Source and Amount of Funds or Other Consideration.
(a) and (b) The information set forth under the caption "Financing of
Increased Offer" in Appendix II to the Increased Offer to Purchase is
incorporated herein by reference.
Item 10. Additional Information.
(f) The information set forth in the Increased Offer to Purchase, the
Revised Letter of Transmittal and the Revised Form of Acceptance, Authority and
Election, to the extent not otherwise incorporated herein by reference, is
incorporated herein by reference.
Item 11. Material to Be Filed as Exhibits.
(a)(18) Increased Offer to Purchase dated March 19, 1998.
(a)(19) Revised Letter of Transmittal.
4
<PAGE>
(a)(20) Revised Form of Acceptance, Authority and Election Relating to
the Increased Offer.
(a)(21) Revised Notice of Guaranteed Delivery.
(a)(22) Revised Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees from Goldman, Sachs & Co.
(a)(23) Revised Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(24) Press Release, dated March 16, 1998.
(a)(25) Notice of Withdrawal.
(a)(26) Press Announcement dated 18 March 1998, published in the U.K.
(b)(5) Letter Agreement dated 3 March 1998 amending the Facility
Agreement dated 3 February 1998 between PacifiCorp Services
Limited, PacifiCorp Finance (UK) Limited and PacifiCorp
Acquisitions as Guarantors, PacifiCorp Acquisitions as Borrower,
Citibank, N.A., Goldman Sachs International and J.P. Morgan
Securities Ltd. as Arrangers, Citibank, N.A., Goldman Sachs
Credit Partners, L.P. and Morgan Guaranty Trust Company of New
York as Original Banks, Citibank International PLC as Facility
Agent, Citibank, N.A. as Security Agent and Citibank, N.A. as LC
Bank.
(b)(6) Amendment No. 1 and Consent dated as of March 3, 1998, to the
Credit Agreement dated as of February 3, 1998 among PacifiCorp
Group Holdings Company, PacifiCorp EnergyCo, the financial
institutions party thereto as lenders, Citibank, N.A., as Paying
Agent and Issuing Bank, Citicorp USA, Inc., as Collateral Agent
and Citicorp Securities, Inc., Goldman Sachs Credit Partners L.P.
and J.P. Morgan Securities Inc., as Arrangers.
(b)(7) Amendment No. 1 and Consent dated as of March 3, 1998, to the
Credit Agreement dated as of February 3, 1998 among PacifiCorp
Powercoal LLC, the financial institutions party thereto as
lenders, Citibank, N.A., as Paying Agent, Swingline Lender and
Issuing Bank, Citicorp USA, Inc., as Collateral Agent and
Citicorp Securities, Inc., Goldman Sachs Credit Partners L.P. and
J.P. Morgan Securities Inc., as Arrangers.
(f) The Increased Offer to Purchase, the Revised Letter of
Transmittal and the Revised Form of Acceptance, Authority and
Election Relating to the Increased Offer are incorporated herein
by reference.
5
<PAGE>
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 19, 1998
PACIFICORP ACQUISITIONS
By W.E. PERESSINI
--------------------------------------
W.E. Peressini
Deputy Chief Finance Officer
PACIFICORP
By W.E. PERESSINI
--------------------------------------
W.E. Peressini
Vice President and Treasurer
6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
(a)(18) Increased Offer to Purchase dated March 19, 1998.
(a)(19) Revised Letter of Transmittal.
(a)(20) Revised Form of Acceptance, Authority and Election Relating to
the Increased Offer.
(a)(21) Revised Notice of Guaranteed Delivery.
(a)(22) Revised Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees from Goldman, Sachs & Co.
(a)(23) Revised Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(24) Press Release, dated March 16, 1998.
(a)(25) Notice of Withdrawal.
(a)(26) Press Announcement dated 18 March 1998, published in the U.K.
(b)(5) Letter Agreement dated 3 March 1998 amending the Facility
Agreement dated 3 February 1998 between PacifiCorp Services
Limited, PacifiCorp Finance (UK) Limited and PacifiCorp
Acquisitions as Guarantors, PacifiCorp Acquisitions as Borrower,
Citibank, N.A., Goldman Sachs International and J.P. Morgan
Securities Ltd. as Arrangers, Citibank, N.A., Goldman Sachs
Credit Partners, L.P. and Morgan Guaranty Trust Company of New
York as Original Banks, Citibank International PLC as Facility
Agent, Citibank, N.A. as Security Agent and Citibank, N.A. as LC
Bank.
(b)(6) Amendment No. 1 and Consent dated as of March 3, 1998, to the
Credit Agreement dated as of February 3, 1998 among PacifiCorp
Group Holdings Company, PacifiCorp EnergyCo, the financial
institutions party thereto as lenders, Citibank, N.A., as Paying
Agent and Issuing Bank, Citicorp USA, Inc., as Collateral Agent
and Citicorp Securities, Inc., Goldman Sachs Credit Partners L.P.
and J.P. Morgan Securities Inc., as Arrangers.
(b)(7) Amendment No. 1 and Consent dated as of March 3, 1998, to the
Credit Agreement dated as of February 3, 1998 among PacifiCorp
Powercoal LLC, the financial institutions party thereto as
lenders, Citibank, N.A., as Paying Agent, Swingline Lender and
Issuing Bank, Citicorp USA, Inc., as Collateral Agent and
Citicorp Securities, Inc., Goldman Sachs Credit Partners L.P. and
J.P. Morgan Securities Inc., as Arrangers.
(f) The Increased Offer to Purchase, the Revised Letter of
Transmittal and the Revised Form of Acceptance, Authority and
Election Relating to the Increased Offer are incorporated herein
by reference.
[LOGO]
INCREASED CASH OFFER
FOR
THE ENERGY GROUP PLC
<PAGE>
[LOGO]
INCREASED CASH OFFER
FOR
THE ENERGY GROUP PLC
820 PENCE PER ENERGY GROUP SHARE
L32.80 PER ENERGY GROUP ADS
- - THE INCREASED OFFER REPRESENTS A PREMIUM OF APPROXIMATELY:
- 7 PER CENT. TO PACIFICORP'S RECOMMENDED CASH OFFER OF 765 PENCE ANNOUNCED
ON 3 FEBRUARY 1998;
- 46 PER CENT. TO THE CLOSING PRICE OF 561.5 PENCE PER ENERGY GROUP SHARE ON
9 JUNE 1997 (THE DAY BEFORE THE ANNOUNCEMENT BY THE ENERGY GROUP THAT IT
WAS INVOLVED IN TALKS WITH PACIFICORP IN RELATION TO THE PREVIOUS OFFER);
AND
- 20 PER CENT. TO THE CLOSING PRICE OF 685.5 PENCE PER ENERGY GROUP SHARE ON
23 JANUARY 1998 (THE LAST BUSINESS DAY PRIOR TO THE COMMENCEMENT OF THE
OFFER PERIOD).
- - THE INCREASED OFFER IS NOT SUBJECT TO ANY SPECIFIC REGULATORY APPROVALS,
UNLIKE THE OFFER FROM TEXAS.
YOU ARE URGED TO ACCEPT THE INCREASED OFFER AS SOON AS POSSIBLE. TO DO SO,
RETURN THE REVISED ACCEPTANCE FORM BY 7 APRIL 1998.
TO WITHDRAW FROM THE TEXAS OFFER:
1 COMPLETE THE GREEN NOTICE OF WITHDRAWAL FOLLOWING THE INSTRUCTIONS IN IT.
2. WHEN YOU HAVE COMPLETED THE NOTICE OF WITHDRAWAL, RETURN IT IN THE ENCLOSED
REPLY-PAID ENVELOPE AS SOON AS POSSIBLE.
<PAGE>
INCREASED OFFER TO PURCHASE DATED 19 MARCH 1998
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED IMMEDIATELY TO
SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL
SERVICES ACT 1986.
If you have sold or otherwise transferred all your Energy Group Securities,
please send this document, together with the accompanying documents (but NOT the
Revised Form of Acceptance if it is personalised), as soon as possible, to the
purchaser or transferee, or to the stockbroker, bank or other agent through whom
the sale or transfer was effected for onward transmission to the purchaser or
transferee. HOWEVER, SUCH DOCUMENTS SHOULD NOT BE FORWARDED OR TRANSMITTED IN OR
INTO CANADA, AUSTRALIA OR JAPAN.
Goldman Sachs International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for PacifiCorp Acquisitions
and PacifiCorp and for no one else in connection with the Increased Offer and
will not be responsible to anyone other than PacifiCorp Acquisitions and
PacifiCorp for providing the protections afforded to its customers nor for
giving advice in relation to the Increased Offer. Goldman Sachs International is
acting through Goldman, Sachs & Co. for the purposes of making the Increased
Offer in and into the United States.
- --------------------------------------------------------------------------------
[LOGO]
INCREASED CASH OFFER
BY
GOLDMAN SACHS INTERNATIONAL
ON BEHALF OF
PACIFICORP ACQUISITIONS
A WHOLLY-OWNED SUBSIDIARY OF PACIFICORP
FOR
THE ENERGY GROUP PLC
- ---------------------------------------------------------
The Initial Offer Period has been extended and now will expire at 10.00 p.m.
(London time), 5.00 p.m. (New York City time) on 7 April 1998, unless further
extended. At the conclusion of the Initial Offer Period, including any extension
thereof, if all the Conditions of the Increased Offer have been satisfied,
fulfilled or, where permitted, waived, the Increased Offer will be extended for
a Subsequent Offer Period of at least 14 calendar days. Holders of Energy Group
Securities will have withdrawal rights during the Initial Offer Period,
including any extension thereof, but not during the Subsequent Offer Period.
COMPLETED ACCEPTANCE FORMS SHOULD BE RETURNED AS SOON AS POSSIBLE, BUT, IN ANY
EVENT, SO AS TO BE RECEIVED BY NO LATER THAN 10.00 P.M. (LONDON TIME), 5.00 P.M.
(NEW YORK CITY TIME) ON 7 APRIL 1998. THE PROCEDURE FOR ACCEPTANCE IS SET OUT ON
PAGES 7 TO 9 OF THIS DOCUMENT AND IN THE ACCOMPANYING REVISED ACCEPTANCE FORM.
The Increased Offer is not being made, directly or indirectly, in or into
Canada, Australia or Japan, and neither this document nor the Revised Acceptance
Forms are to be mailed or otherwise distributed or sent in or into Canada,
Australia or Japan.
The Loan Notes to be issued pursuant to the Increased Offer have not been and
will not be registered under the United States Securities Act of 1933, as
amended, or under any relevant securities laws of any state or district of the
United States, will not be the subject of a prospectus under the securities laws
of any province of Canada and will not be registered under any relevant
securities laws of any other country. The Loan Notes are not being offered, sold
or delivered, directly or indirectly, in or into the United States, Canada,
Australia or Japan.
This document should be read in conjunction with the Offer Document. The
definitions used in that document apply in this document unless the context
otherwise requires.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<C> <S> <C>
Letter from the President and Chief Executive Officer of PacifiCorp.............................................. 3
Letter from Goldman Sachs International.......................................................................... 5
1. Introduction.......................................................................................... 5
2. The Increased Offer................................................................................... 5
3. Terms and Conditions of the Increased Offer........................................................... 6
4. The Loan Note Alternative............................................................................. 6
5. Energy Group Share Schemes............................................................................ 6
6. Synergies............................................................................................. 6
7. United Kingdom taxation............................................................................... 6
8. United States federal income taxation................................................................. 7
9. Overseas shareholders................................................................................. 7
10. Procedure for acceptance of the Increased Offer....................................................... 7
11. Rights of withdrawal.................................................................................. 10
12. Settlement............................................................................................ 10
13. Previous acceptors of the Offer....................................................................... 11
14. Further information................................................................................... 11
15. Action to be taken.................................................................................... 11
APPENDICES
I Conditions and Further Terms of the Increased Offer................................................... I-1
II Additional Information................................................................................ II-1
III Synergies associated with acquisition of Peabody...................................................... III-1
IV Definitions........................................................................................... IV-1
</TABLE>
2
<PAGE>
[LOGO]
19 March 1998
TO HOLDERS OF ENERGY GROUP SECURITIES AND, FOR INFORMATION ONLY, TO PARTICIPANTS
IN THE ENERGY GROUP SHARE SCHEMES
Dear Shareholder or ADS holder
INCREASED CASH OFFER ON BEHALF OF PACIFICORP ACQUISITIONS FOR THE ENERGY
GROUP
On 13 June 1997, the boards of PacifiCorp and The Energy Group announced the
terms of a recommended cash offer for The Energy Group to be made by Goldman
Sachs International on behalf of PacifiCorp Acquisitions. That offer lapsed when
it was referred to the UK Monopolies and Mergers Commission (the "MMC") on 1
August 1997. The proposed acquisition of The Energy Group by PacifiCorp was
subsequently cleared by the President of the Board of Trade on 19 December 1997.
On 3 February 1998, the boards of PacifiCorp and The Energy Group announced
the terms of a renewed recommended cash offer for The Energy Group of 765 pence
for each Energy Group Share (and L30.60 for each Energy Group ADS) to be made by
Goldman Sachs International on behalf of PacifiCorp Acquisitions. The terms and
conditions relating to that offer were set out in the Offer Document which was
posted to Energy Group shareholders on 6 February 1998.
On 2 March 1998, Texas Utilities Company ("Texas") announced an offer of 810
pence for each Energy Group Share.
Following that announcement by Texas, on 2 March 1998, PacifiCorp announced
an increased cash offer for The Energy Group of 820 pence for each Energy Group
Share (and L32.80 for each Energy Group ADS). This Increased Offer values the
fully diluted share capital of The Energy Group at approximately L4,347 million.
Full details of the Increased Offer are set out in the accompanying letter from
Goldman Sachs International.
PacifiCorp's announcement of the Increased Offer followed the acquisition on
2 March 1998 by PacifiCorp Acquisitions of 45,987,079 Energy Group Shares at a
price of 820 pence per share.
On 3 March 1998, Texas announced that it was increasing its offer to 840
pence for each Energy Group Share.
The Increased Offer by PacifiCorp Acquisitions represents excellent value
and certainty for Energy Group shareholders.
PacifiCorp has obtained all specific regulatory approvals which it has been
seeking and which are conditions to its existing Offer. The US Federal Trade
Commission ("FTC") cleared the Offer by terminating the waiting period under the
Hart-Scott-Rodino Antitrust Improvement Act (the "US HSR Act") seven months
after being notified of the Previous Offer. PacifiCorp's Previous Offer was also
cleared by the UK government following a six-month enquiry by the MMC and the UK
government.
Texas' bid, on the other hand, is subject to clearance by the UK Secretary
of State for Trade and Industry and certain regulatory bodies.
3
<PAGE>
Texas' offer is only 20 pence per share (or 2.4 per cent.) higher than
PacifiCorp's. It still faces an uncertain regulatory position. PacifiCorp's cash
offer of 820 pence per share is certain. The closing date for PacifiCorp's offer
is 7 April 1998.
I would urge you to accept the Increased Offer without delay but, in any
event, so that your acceptance is received no later than 10.00 p.m. (London
time), 5.00 p.m. (New York City time) on 7 April 1998. The procedure for
acceptance is set out on pages 7 to 9 and in the accompanying Revised Acceptance
Form.
Yours faithfully
FREDERICK W. BUCKMAN
President and Chief Executive Officer of PacifiCorp
4
<PAGE>
[LOGO]
19 March 1998
TO HOLDERS OF ENERGY GROUP SECURITIES AND, FOR INFORMATION ONLY, TO PARTICIPANTS
IN THE ENERGY GROUP SHARE SCHEMES
Dear Sir/Madam
INCREASED CASH OFFER ON BEHALF OF PACIFICORP FOR THE ENERGY GROUP
1 INTRODUCTION
Following the announcement of the Offer on 3 February 1998, the board of
PacifiCorp announced on 2 March 1998 an increased cash offer to be made by
Goldman Sachs International on behalf of PacifiCorp Acquisitions, a wholly-owned
subsidiary of PacifiCorp, for all issued and to be issued Energy Group
Securities.
This letter sets out the terms and conditions of the Increased Offer and
should be read in conjunction with the Offer Document dated 6 February 1998.
2 THE INCREASED OFFER
On behalf of PacifiCorp Acquisitions, we hereby offer to purchase, upon the
terms and subject to the Conditions set out or referred to in this document and
in the relevant Revised Acceptance Form, all of the Energy Group Securities not
already owned by PacifiCorp Acquisitions for 820 pence in cash per Energy Group
Share and L32.80 in cash per Energy Group ADS, together with the benefit of the
Loan Note Alternative referred to in paragraph 4 below and the right to elect to
receive the consideration in US dollars set out in paragraph 15(f) of the letter
from Goldman Sachs International in the Offer Document.
Energy Group Securities which are subject to the Increased Offer will be
acquired fully paid and free from all liens, charges, equities, encumbrances and
other interests and together with all rights now and hereafter attaching thereto
including, without limitation, the right to receive and retain all dividends,
interest and other distributions (if any) declared, made or paid on or after 3
February 1998.
The Increased Offer values the equity of The Energy Group at approximately
L4,347 million (assuming the exercise in full of all outstanding options and the
vesting of all outstanding awards under the Energy Group Share Schemes). It
represents a premium of approximately 7 per cent. to PacifiCorp
5
<PAGE>
Acquisitions' recommended cash offer of 765 pence per Energy Group Share,
announced on 3 February 1998 and made on 6 February 1998, a premium of
approximately 26 per cent. to the Closing Price of 652 pence per Energy Group
Share on 18 December 1997 (the day immediately prior to the clearance of the
Previous Offer by the President of the Board of Trade), a premium of
approximately 46 per cent. to the Closing Price of 561.5 pence per Energy Group
Share on 9 June 1997 (the day before the announcement by the The Energy Group
that it was involved in talks with PacifiCorp in relation to the Previous Offer)
and a premium of approximately 20 per cent. to the Closing Price of 685.5 pence
per Energy Group Share on 23 January 1998 (the last Business Day prior to the
commencement of the current offer period).
TO ACCEPT THE INCREASED OFFER YOU SHOULD RETURN THE RELEVANT REVISED
ACCEPTANCE FORM AS SOON AS POSSIBLE AND, IN ANY EVENT, SO AS TO BE RECEIVED BY
THE UK RECEIVING AGENT OR THE US DEPOSITARY NO LATER THAN 10.00 P.M. (LONDON
TIME), 5.00 P.M. (NEW YORK CITY TIME) ON 7 APRIL 1998. THE PROCEDURE FOR
ACCEPTANCE OF THE INCREASED OFFER IS SET OUT IN PARAGRAPH 10 ("PROCEDURE FOR
ACCEPTANCE OF THE INCREASED OFFER") BELOW, IN PARAGRAPHS 9, 10 AND 11 OF PART B
OF APPENDIX I IN THE OFFER DOCUMENT AND IN THE ACCOMPANYING REVISED ACCEPTANCE
FORM.
3 TERMS AND CONDITIONS OF THE INCREASED OFFER
The Conditions and further terms of the Increased Offer are set out or
referred to in parts A and B of Appendix I below.
4 THE LOAN NOTE ALTERNATIVE
The Loan Note Alternative will continue to be available to holders of Energy
Group Shares (other than persons who are citizens or residents of the United
States and certain other overseas shareholders), who validly accept the
Increased Offer, on the basis of L1 nominal of Loan Notes for every L1 of cash
that they would otherwise receive under the Increased Offer and subject to the
same restrictions.
Goldman Sachs International has advised that based on market conditions on
13 March 1998 (the latest practicable date prior to the publication of this
document), in its opinion, if the Loan Notes had then been in issue, the value
of each L1 nominal of Loan Notes would have been approximately 98 pence.
A summary of the terms of the Loan Notes is set out in Appendix II of the
Offer Document.
5 ENERGY GROUP SHARE SCHEMES
The Increased Offer will extend to any fully-paid Energy Group Shares which
are unconditionally allotted or issued while the Increased Offer is open for
acceptance, including those unconditionally allotted or issued pursuant to the
exercise of options or vesting of awards under the Energy Group Share Schemes.
Appropriate proposals will be made to participants in the Energy Group Share
Schemes in due course.
6 SYNERGIES
Your attention is drawn to Appendix III below which includes information
(including letters from Deloitte & Touche and Goldman Sachs International)
relating to PacifiCorp Acquisitions' belief as to the synergies which Peabody is
expected to provide to the PacifiCorp Group following the acquisition by
PacifiCorp Acquisitions of The Energy Group.
7 UNITED KINGDOM TAXATION
Your attention is drawn to paragraph 14 of Appendix V ("United Kingdom
taxation") of the Offer Document. The confirmation of the Board of the Inland
Revenue will be sought that the clearance
6
<PAGE>
obtained under section 138 of the Taxation of Chargeable Gains Act 1992 in
respect of the Offer remains valid under the terms of the Increased Offer.
8 UNITED STATES FEDERAL INCOME TAXATION
Your attention is drawn to paragraph 15 of Appendix V ("United States
federal income taxation") of the Offer Document.
ANY HOLDER OF ENERGY GROUP SECURITIES WHO IS IN ANY DOUBT AS TO HIS OWN
TAXATION POSITION OR WHO IS SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN
THE UK OR THE UNITED STATES (OR IN BOTH THE UK AND UNITED STATES) IS STRONGLY
RECOMMENDED TO CONSULT HIS INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY.
9 OVERSEAS SHAREHOLDERS
The attention of holders of Energy Group Securities who are citizens or
residents of jurisdictions outside the UK or the US is drawn to paragraph 8 of
Part B of Appendix I ("Overseas shareholders") of the Offer Document and to the
relevant provisions of the Revised Acceptance Form.
The Increased Offer is not being made, directly or indirectly, in or into
Canada, Australia or Japan. Persons who are citizens or residents of such
jurisdictions may not accept the Increased Offer. Any purported acceptance of
the Increased Offer by acceptors who are unable to give the warranty set out in
paragraph 11(l) of Part B of Appendix I of the Offer Document will be
disregarded.
The Loan Notes to be issued pursuant to the Loan Note Alternative have not
been, and will not be, registered under the Securities Act or under any relevant
securities laws of any state or district of the United States and will not be
the subject of a prospectus under the securities laws of any province of Canada.
In addition, no steps have been taken, or will be taken, to enable the Loan
Notes to be offered in Japan in compliance with applicable securities laws of
Japan and no prospectus in relation to the Loan Notes has been, or will be,
lodged with or registered by the Australian Securities Commission, nor will the
Loan Notes be registered under any relevant securities laws of any other
country. The Loan Notes are not being offered, sold or delivered, directly or
indirectly, in or into the United States, Canada, Australia or Japan.
10 PROCEDURE FOR ACCEPTANCE OF THE INCREASED OFFER
(A) HOLDERS OF ENERGY GROUP SHARES
The attention of holders of Energy Group Shares is drawn to paragraph 10 of
Part B of Appendix I ("Procedures for tendering Energy Group Shares") of the
Offer Document and to the relevant provisions of the Revised Form of Acceptance.
You should note that, if you hold Energy Group Shares in both certificated
and uncertificated form (that is, in CREST), you should complete a separate
Revised Form of Acceptance for each holding. If you hold Energy Group Shares in
uncertificated form, but under different member account IDs, you should complete
a separate Revised Form of Acceptance in respect of each member account ID.
Similarly, if you hold Energy Group Shares in certificated form, but under
different designations, you should complete a separate Revised Form of
Acceptance in respect of each designation.
(I) TO ACCEPT THE INCREASED OFFER
To accept the Increased Offer, you should complete Box 1 and (if your
Energy Group Shares are in CREST) Box 5, and sign Box 6 of the Revised Form
of Acceptance in accordance with the instructions printed on it. All holders
of Energy Group Shares who are individuals should sign the Revised Form of
Acceptance in the presence of a witness, who should also sign Box 6 in
accordance with the instructions printed on it.
7
<PAGE>
(II) TO ELECT FOR THE LOAN NOTE ALTERNATIVE
To elect for the Loan Note Alternative in respect of some or all of the
Energy Group Shares for which you are accepting the Increased Offer, you
should complete Box 2 in addition to taking the actions described in
paragraph (i) above. The attention of those holders of Energy Group Shares
considering accepting the Loan Note Alternative is drawn to paragraph 4
("The Loan Note Alternative") and paragraph 9 ("Overseas shareholders") of
this letter, to paragraphs 4 and 5 of Part B of Appendix I of the Offer
Document and to paragraph 15(b) of Appendix V ("United States tax treatment
of Loan Notes") of the Offer Document.
(III) RETURN OF REVISED FORM OF ACCEPTANCE
TO ACCEPT THE INCREASED OFFER, THE REVISED FORM OF ACCEPTANCE MUST BE
COMPLETED AND RETURNED, WHETHER OR NOT YOUR ENERGY GROUP SHARES ARE IN
CREST. THE COMPLETED, SIGNED AND (IF YOU ARE AN INDIVIDUAL) WITNESSED
REVISED FORM OF ACCEPTANCE, TOGETHER WITH, IF YOUR ENERGY GROUP SHARES ARE
NOT IN CREST, THE SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE FOR
YOUR ENERGY GROUP SHARES, SHOULD BE RETURNED BY POST TO NEW ISSUES
DEPARTMENT, IRG PLC, PO BOX 166, BOURNE HOUSE, 34 BECKENHAM ROAD, BECKENHAM,
KENT BR3 4TH, OR BY HAND, DURING NORMAL BUSINESS HOURS ONLY, TO IRG PLC, 23
IRONMONGER LANE, LONDON EC2 OR BY POST OR BY HAND TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, C/O SHAREHOLDER COMMUNICATIONS CORPORATION, 17
STATE STREET, 24TH FLOOR, NEW YORK, NY 10004, MARKED FOR THE ATTENTION OF
"TENDERS AND EXCHANGES", AS SOON AS POSSIBLE BUT, IN ANY EVENT, SO AS TO BE
RECEIVED NO LATER THAN 10.00 P.M. (LONDON TIME), 5.00 P.M. (NEW YORK CITY
TIME) ON 7 APRIL 1998. A reply-paid envelope is enclosed for your
convenience and may be used by holders of Energy Group Shares for returning
Revised Forms of Acceptance within the UK and the US only. The instructions
printed on the Revised Form of Acceptance shall be deemed to form part of
the terms of the Increased Offer.
Any Revised Form of Acceptance received in an envelope postmarked in
Canada, Australia or Japan or otherwise appearing to PacifiCorp Acquisitions
or its agents to have been sent from Canada, Australia or Japan may be
rejected as an invalid acceptance of the Increased Offer. For further
information for overseas shareholders, see paragraph 9 ("Overseas
shareholders") above and paragraph 8 of Part B of Appendix I ("Overseas
shareholders") of the Offer Document.
(IV) ENERGY GROUP SHARES IN UNCERTIFICATED FORM (THAT IS, IN CREST)
If your Energy Group Shares are in uncertificated form (that is, if you
do not have a paper share certificate because your shares are held in
CREST), you should read carefully paragraphs 10(d)-(l) of Part B of Appendix
l of the Offer Document, which set out the acceptance procedures for holders
of Energy Group Shares in uncertificated form.
If you are a CREST sponsored member, you should refer to your CREST
sponsor before taking any action.
(V) SHARE CERTIFICATES NOT READILY AVAILABLE OR LOST
If your Energy Group Shares are in certificated form, but your share
certificate(s) and/or other document(s) of title is/are not readily
available or is/are lost, the Revised Form of Acceptance should nevertheless
be completed, signed and returned as stated in paragraph (iii) above so as
to arrive no later than 10.00 p.m. (London time), 5.00 p.m. (New York City
time) on 7 April 1998, together with any share certificate(s) and/or other
document(s) of title that you have available, accompanied by a letter
stating that the balance will follow. You should then arrange for the
relevant share certificate(s) and/or other document(s) of title to be
forwarded as soon as possible thereafter. No acknowledgement of receipt of
documents will be given. In the case of loss, you should write as soon as
possible to Lloyds Bank Registrars, The Causeway, Goring-by-Sea, Worthing,
West Sussex BN99 6DA for a
8
<PAGE>
letter of indemnity for lost share certificate(s) and/or other document(s)
of title which, when completed in accordance with the instructions given,
should be returned to New Issues Department, IRG plc, PO Box 166, Bourne
House, 34 Beckenham Road, Beckenham, Kent BR3 4TH.
(VI) DEPOSITS OF ENERGY GROUP SHARES INTO, AND WITHDRAWALS OF ENERGY GROUP
SHARES FROM, CREST
Normal CREST procedures (including timings) apply in relation to any
Energy Group Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form, during the
course of the Increased Offer (whether any such conversion arises as a
result of a transfer of Energy Group Shares or otherwise). Holders of Energy
Group Shares who are proposing so to convert any such shares are recommended
to ensure that the conversion procedures are implemented in sufficient time
to enable the person holding or acquiring the shares as a result of the
conversion to take all necessary steps in connection with an acceptance of
the Increased Offer (in particular, as regards delivery of share
certificate(s) and/or other document(s) of title or transfers to an escrow
balance as described above) prior to 10.00 p.m. (London time), 5.00 p.m.
(New York City time) on 7 April 1998.
(B) HOLDERS OF ENERGY GROUP ADSS
The attention of holders of Energy Group ADSs is drawn to paragraph 9 of
Part B of Appendix I ("Procedures for tendering Energy Group ADSs") of the Offer
Document and to the relevant provisions of the Revised Letter of Transmittal.
To accept the Increased Offer, holders of Energy Group ADSs must complete
the Revised Letter of Transmittal in accordance with the instructions printed on
it. The completed Revised Letter of Transmittal should be sent in the
accompanying reply-paid envelope or delivered by hand together with the required
signature guarantees and any other required documents to the US Depositary at
one of its addresses set forth on the back cover of this document and the Energy
Group ADRs must be either received by the US Depositary at one of such addresses
or delivered in accordance with paragraph 9 of Part B of Appendix I referred to
above.
(C) VALIDITY OF ACCEPTANCES
Subject to the City Code, PacifiCorp Acquisitions reserves the right to
treat as valid in whole or in part any acceptance of the Increased Offer which
is not entirely in order or which is not accompanied (as applicable) by the
relevant transfer to escrow or the relevant share certificate(s) and/or other
documents of title or which is received by it in a form or at a place or places
other than as set out in this document or the Revised Acceptance Form. In that
event, no payment of cash or issue of Loan Notes under the Increased Offer will
be made until after (as applicable) the relevant transfer to escrow has settled
or the relevant share certificate(s) and/or other document(s) of title or
indemnities satisfactory to PacifiCorp Acquisitions have been received.
(D) GENERAL
No acknowledgement of receipt of Revised Acceptance Forms, share
certificates, Energy Group ADSs or other documents of title will be given.
If you are in any doubt as to the procedures for acceptance, please contact
the UK Receiving Agent, New Issues Department, IRG plc, by telephone on 0181 639
2166 or at PO Box 166, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TH
or the US Depositary, Continental Stock Transfer & Trust Company on 1-800 733
8481 ext 475 or c/o Shareholder Communications Corporation, 17 State Street,
24th Floor, New York, NY 10004, Attn. Tenders & Exchanges. You are reminded
that, if you are a CREST sponsored member, you should contact your CREST sponsor
before taking any action.
9
<PAGE>
11 RIGHTS OF WITHDRAWAL
With certain exceptions pursuant to an SEC exemptive order, the Increased
Offer is subject to the US tender offer rules applicable to securities
registered under the Exchange Act, as well as to the City Code. This has
necessitated a number of changes from the procedures which normally apply to
offers for UK companies, including those applicable to the rights of holders of
Energy Group Securities to withdraw their acceptance of an offer.
Under the Increased Offer, holders of Energy Group Securities will be able
to withdraw their acceptances at any time prior to the Initial Closing Date and
in certain other circumstances. The Increased Offer will not be deemed to have
been validly accepted in respect of any Energy Group Securities which have been
withdrawn.
However, the Increased Offer may be accepted again in respect of the
withdrawn Energy Group Securities by following one of the procedures described
in paragraph 10 of this letter ("Procedure for acceptance of the Increased
Offer") above at any time prior to the expiry or lapse of the Increased Offer.
Further details of these rights of withdrawal and the procedure for
effecting withdrawals are set out in paragraph 3 of Part B of Appendix I
("Rights of withdrawal") of the Offer Document.
12 SETTLEMENT
(A) DATE OF PAYMENT
The settlement procedure with respect to the Increased Offer will be
consistent with UK practice, which differs from the US tender offer rules in
certain material respects, particularly with regard to the date of payment.
Subject to the satisfaction, fulfilment or, where permitted, waiver of all
of the Conditions, settlement to accepting holders of Energy Group Shares and
accepting holders of Energy Group ADSs or other designated agents will be
effected:
(i) in the case of acceptances received complete in all respects by the
Initial Closing Date within 14 calendar days of such date; or
(ii) in the case of acceptances received complete in all respects after such
date, but while the Increased Offer remains open for acceptance, within
14 calendar days of such receipt.
(B) ENERGY GROUP SHARES IN UNCERTIFICATED FORM (THAT IS, IN CREST)
Where an acceptance relates to Energy Group Shares in uncertificated form,
(i) the cash consideration to which accepting holders of Energy Group Shares are
entitled will be paid by means of CREST by PacifiCorp Acquisitions procuring the
creation of an assured payment obligation in favour of the accepting
shareholders' payment bank in respect of the cash consideration due, in
accordance with the CREST assured payment arrangement; and (ii) definitive
certificates for any Loan Notes to which the accepting holder of Energy Group
Shares is entitled will be despatched by post (or by such other method as may be
approved by the Panel).
PacifiCorp Acquisitions reserves the right to settle all or any part of the
cash consideration referred to above, for all or any accepting shareholders(s),
in the manner referred to in paragraph (c) below, if, for any reason, it wishes
to do so.
(C) ENERGY GROUP SHARES IN CERTIFICATED FORM AND ENERGY GROUP ADSS
Where an acceptance relates to Energy Group Shares in certificated form or
Energy Group ADSs evidenced by Energy Group ADRs, cheques for cash due and,
where applicable, definitive certificates
10
<PAGE>
for any Loan Notes will be despatched by post (or by such other method as may be
approved by the Panel).
(D) LAPSING OF THE INCREASED OFFER
If the Conditions are not satisfied, fulfilled or, where permitted, waived,
(i) in respect of Energy Group Shares in certificated form and Energy Group
ADSs, the relevant share certificate(s) and/or other documents of title will be
returned by post (or by such other method as may be approved by the Panel)
within 14 days of the Increased Offer lapsing and (ii) in respect of Energy
Group Shares in uncertificated form (that is, in CREST) IRG plc will,
immediately after the lapsing of the Increased Offer (or within such longer
period as the Panel may permit, not exceeding 14 days of the lapsing of the
Increased Offer), give TFE instructions to CRESTCo to transfer all relevant
Energy Group Shares held in escrow balances and in relation to which it is the
escrow agent for the purposes of the Increased Offer to the original available
balances of the holders of Energy Group Shares concerned.
(E) GENERAL
All documents and remittances sent by, to, or from holders of Energy Group
Securities or their appointed agents will be sent at their own risk.
All mandates and other instructions in force relating to holdings of Energy
Group Securities will, unless and until revoked, continue in force in relation
to payments of principal and interest under the Loan Notes.
13 PREVIOUS ACCEPTORS OF THE OFFER
If you have already accepted the Offer, you will be deemed to have accepted
the Increased Offer. You need to take no further action (assuming your Form(s)
of Acceptance is/are valid in all respects) unless you wish to amend the number
of Energy Group Shares in respect of which you originally elected for the Loan
Note Alternative, in which case the Revised Acceptance Form should be clearly
marked with the words "Amended Acceptance" on the front page and otherwise
completed and delivered as described above.
14 FURTHER INFORMATION
Your attention is drawn to the Offer Document, Appendix I to this document
(which contains or refers to the Conditions and further terms of the Increased
Offer) and to the other Appendices to this document (which contain important
information in connection with the Increased Offer and form part of this
document) and to the accompanying Revised Acceptance Form.
15 ACTION TO BE TAKEN
YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED REVISED FORM OF
ACCEPTANCE OR REVISED LETTER OF TRANSMITTAL (AS APPROPRIATE) AS SOON AS
POSSIBLE, BUT IN ANY EVENT SO AS TO ARRIVE BY NO LATER THAN 10.00 P.M. (LONDON
TIME), 5.00 P.M. (NEW YORK CITY TIME) ON 7 APRIL 1998.
Yours faithfully
for Goldman Sachs International
Richard A. Sapp
Managing Director
11
<PAGE>
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE INCREASED OFFER
PART A
CONDITIONS OF THE INCREASED OFFER
The Increased Offer will be subject to the Conditions of the Offer set out
in Part A of Appendix I to the Offer Document, except that:
(a) the Acceptance Condition (Condition (a)) shall be read as if the reference
to "9 March 1998" were "7 April 1998"; and
(b) Condition (c) has been satisfied.
PART B
FURTHER TERMS OF THE INCREASED OFFER
The Increased Offer is, except as varied or otherwise provided in this
document or in the Revised Acceptance Form, made on the same terms as the Offer,
as more particularly set out in Part B of Appendix I of the Offer Document and
the Acceptance Form, as if the same were set out in this document and the
Revised Acceptance Form in full, except that:
(a) paragraph 1(b) of Part B of Appendix I of the Offer Document shall read as
if the reference to "24 March 1998" were "25 April 1998";
(b) paragraph 1(c) of Part B of Appendix I of the Offer Document shall read as
if both references to "7 April 1998" were "9 May 1998"; and
(c) paragraph 1(c) of Part B of Appendix I of the Offer Document shall read as
if the reference to "28 April 1998" were "30 May 1998."
References or deemed references to the Offer in the Offer Document shall be
construed as references to the Increased Offer, unless the context otherwise
requires. References or deemed references to the Acceptance Form in the Offer
Document shall be construed as references to both or either of the Revised
Acceptance Form enclosed with this document and the Acceptance Form enclosed
with the Offer Document.
The Increased Offer constitutes, for the purposes of and as contemplated in
paragraph 6 of Part B of Appendix I to the Offer Document, a revision of the
Offer.
The Increased Offer is made on 19 March 1998 and is capable of acceptance
from and after that time until 10.00 p.m. (London time), 5.00 p.m. (New York
City time) on 7 April 1998. The Increased Offer is being made by means of this
document and the Revised Acceptance Form.
I-1
<PAGE>
APPENDIX II
ADDITIONAL INFORMATION
1 INTRODUCTION
This document should be read in conjunction with the Offer Document dated 6
February 1998.
2 RESPONSIBILITY
The directors of PacifiCorp Acquisitions, whose names are set out in
paragraph 3 below, accept responsibility for the information contained in
this document other than information relating to The Energy Group, the TEG
Group and the directors of The Energy Group and their immediate families. To
the best of the knowledge and belief of the directors of PacifiCorp
Acquisitions (who have taken all reasonable care to ensure that such is the
case), the information contained in this document for which they are
responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
3 DIRECTORS
The directors of PacifiCorp Acquisitions are:
<TABLE>
<S> <C>
Frederick W. Buckman - Chairman
Richard T. O'Brien - Chief Financial Officer
William E. Peressini - Deputy Chief Financial Officer
Dennis P. Steinberg
Verl R. Topham
Thomas J. Imeson
Michael J. Pittman
</TABLE>
4 MATERIAL CHANGES
Save as provided in this document, the directors of PacifiCorp Acquisitions
are not aware of any material change in the information for which they are
responsible contained in the Offer Document.
5 STOCK EXCHANGE QUOTATIONS
The following table shows the Closing Price for Energy Group Shares and the
closing sale price on the New York Stock Exchange for Energy Group ADSs on
the first dealing day of each of the six months immediately prior to the
date of this document, on 23 January 1998 (the last Business Day before the
commencement of the Offer period) and on 13 March 1998 (the latest
practicable date prior to the publication of this document).
<TABLE>
<CAPTION>
ENERGY GROUP ENERGY
SHARES GROUP
DATE (PENCE) ADSS
- ------------------------------------------------------------------------------ -------------- ----------
<S> <C> <C>
($)
1 October 1997................................................................ 6521/2 4113/16
3 November 1997............................................................... 6111/2 4013/16
1 December 1997............................................................... 6341/2 429/16
2 January 1998................................................................ 677(xd) 441/2
23 January 1998............................................................... 6851/2 453/8
2 February 1998............................................................... 754 495/16
2 March 1998.................................................................. 8051/2 541/2
13 March 1998................................................................. 8371/2 553/4
</TABLE>
II-1
<PAGE>
Energy Group Shares have been listed and traded on the London Stock Exchange and
Energy Group ADSs have been listed and traded on the New York Stock Exchange
since 24 February 1997. The following table sets out, for the periods indicated,
(i) the reported closing highest and lowest mid-price quotations for Energy
Group Shares on the London Stock Exchange as derived from the Daily Official
List of the London Stock Exchange and (ii) the high and low closing sales prices
for Energy Group ADSs on the New York Stock Exchange as obtained from the New
York Stock Exchange. Each Energy Group ADS represents four Energy Group Shares.
For current price information, holders of Energy Group Shares and Energy Group
ADSs are urged to consult publicly available sources.
<TABLE>
<CAPTION>
ENERGY GROUP ENERGY GROUP
SHARES (PENCE) ADSS ($)
---------------------- ----------------------
PERIOD HIGH LOW HIGH LOW
- ------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
24 February to 31 March (1st quarter) 5681/2 4661/2 361/8 291/4
1997 inclusive
1 April to 30 June 1997 (2nd quarter) 648 486 423/4 313/8
inclusive
1 July to 30 September (3rd quarter) 6581/2 617 43 /16 391/4
1997 inclusive
1 October to 31 December (4th quarter) 6791/2 606 45 /16 401/4
1997 inclusive
1 January to 13 March (1st quarter) 839 676 553/4 4313/16
1998 inclusive
</TABLE>
6 SHAREHOLDINGS AND DEALINGS IN ENERGY GROUP SECURITIES
In this paragraph:
"DISCLOSURE PERIOD" means the period commencing 26 January 1997 (the date 12
months prior to the commencement of the Offer period) and ending on 13 March
1998 (the latest practicable date prior to the publication of this
document);
"RELEVANT SECURITIES" means Energy Group Securities, including any
securities convertible into, rights to subscribe for, or options (including
traded options) in respect of, or derivatives referenced to, such Energy
Group Securities;
"ARRANGEMENT" includes indemnity or option arrangements, and any agreement
or understanding, formal or informal, of whatever nature which may be an
inducement to deal or refrain from dealing; and
"ASSOCIATE" means, in relation to The Energy Group, any member of the TEG
Group and any associated company of any member of the TEG Group, their banks
and financial and other professional advisers (including stockbrokers),
including persons controlling, controlled by or under the same control as
such banks or financial or other professional advisers, their directors and
such directors' close relatives and related trusts and their pension funds.
In accordance with normal UK practice, PacifiCorp Acquisitions or its
nominees or brokers (acting as agents for PacifiCorp Acquisitions) or a
subsidiary of PacifiCorp (other than PacifiCorp Acquisitions) may make certain
purchases of Energy Group Securities outside the United States during the period
in which the Increased Offer remains open for acceptance, and affiliates of
Goldman Sachs International and Morgan Stanley will continue to act as market
makers and principal traders for Energy Group Shares on the London Stock
Exchange, pursuant to relief granted by the SEC staff from Rule 10b-13 under the
Exchange Act. In accordance with the terms of this relief, among other things,
(i) such purchases may
II-2
<PAGE>
not be effected within the United States, (ii) information regarding such
purchases must be disclosed in the United States by press release to the extent
disclosure is required pursuant to the City Code, and (iii) PacifiCorp
Acquisitions and any such other persons must comply with any applicable rules of
UK regulatory organisations.
The following are details of holdings as at the close of business on 13
March 1998 (being the latest practicable date prior to the publication of this
document) and of dealings during the disclosure period:
(a) PacifiCorp Acquisitions acquired 45,987,079 Energy Group Shares on 2 March
1998 at a price of 820 pence per share;
(b) the following persons presumed to be acting in concert with PacifiCorp
Acquisitions owned or controlled the following Energy Group Securities:
<TABLE>
<CAPTION>
NUMBER OF ENERGY GROUP TYPE OF ENERGY GROUP
NAME SECURITIES SECURITIES
- --------------------------------------------------- ------------------------- --------------------------
<S> <C> <C>
Goldman, Sachs & Co................................ 100,500 Energy Group Shares
Discretionary customer accounts
Goldman, Sachs & Co................................ 114,956 Energy Group ADSs
Discretionary customer accounts
</TABLE>
(c) the following aggregate dealings for value in Energy Group Securities by
persons presumed to be acting in concert with PacifiCorp Acquisitions have
taken place during the disclosure period in addition to those already
disclosed in the Offer Document:
ENERGY GROUP SHARES
<TABLE>
<CAPTION>
NUMBER OF RELEVANT
ENERGY GROUP
NAME NATURE OF TRANSACTION DATE SECURITIES
- ----------------------------------------------------------- ----------------------- --------- --------------------
<S> <C> <C> <C>
PacifiCorp Master Retirement Trust......................... Sale 2/3/98 241,589
CIN Management............................................. Sale 2/3/98 6,517,433
</TABLE>
ENERGY GROUP ADSS
<TABLE>
<CAPTION>
NUMBER OF RELEVANT
ENERGY GROUP
NAME NATURE OF TRANSACTION DATE SECURITIES
- --------------------------------------------------------- ----------------------- --------- --------------------
<S> <C> <C> <C>
Goldman, Sachs & Co. Discretionary customer accounts..... Sale 10/2/98 89,300
</TABLE>
II-3
<PAGE>
(d) Save as disclosed above or in the Offer Document:
(1) neither PacifiCorp Acquisitions, nor any director of PacifiCorp Acquisitions
nor any member of his immediate family or his related trusts, nor any person
acting in concert with PacifiCorp Acquisitions, nor, as far as PacifiCorp
Acquisitions is aware, any person who prior to the publication of this
document committed himself to accept the Increased Offer, owns or controls
or (in the case of a director of PacifiCorp Acquisitions) is interested in
any relevant securities, nor has any such person (but, in the case of any
person who prior to the publication of this document committed himself to
accept the Increased Offer, only as far as PacifiCorp Acquisitions is aware)
dealt for value in such securities during the disclosure period; and
(2) neither PacifiCorp Acquisitions nor any person acting in concert with
PacifiCorp Acquisitions has any arrangement with any person in relation to
relevant securities.
7 OTHER INFORMATION
(a) Save as disclosed in this document and the Offer Document, there is no
agreement, arrangement or understanding (including any compensation
arrangement) between PacifiCorp Acquisitions or any person acting in concert
with it for the purposes of the Increased Offer and any of the directors,
recent directors, shareholders or recent shareholders of The Energy Group
having any connection with or dependence upon, or which is conditional on
the outcome of, the Increased Offer.
(b) No proposal exists in connection with the Increased Offer for any payment or
other benefit to be made or given by PacifiCorp Acquisitions or any person
acting in concert with it for the purpose of the Increased Offer to any
director of The Energy Group as compensation for loss of office or as
consideration for or in connection with his retirement from office.
(c) There is no agreement, arrangement or understanding whereby the beneficial
ownership of any of the Energy Group Securities to be acquired pursuant to
the Increased Offer will be transferred to any other person.
(d) Goldman Sachs International has given and not withdrawn its consent to the
issue of this document with the references to its name, including the
reference to its valuation of the Loan Notes and its letter on the synergies
associated with the acquisition of Peabody reproduced herein, in the form
and context in which it appears. Goldman Sachs International is regulated in
the United Kingdom by The Securities and Futures Authority Limited.
(e) Deloitte & Touche has given and not withdrawn its consent to the issue of
this document with the references to its name, including its letter on the
synergies associated with the acquisition of Peabody reproduced herein, in
the form and context in which it appears.
(f) Save as disclosed in this document and the Offer Document, there has been
no material change in the financial or trading position of PacifiCorp since
31 December 1996 or, as far as PacifiCorp Acquisitions is aware, the
financial or trading position of The Energy Group since 31 March 1997.
(g) Goldman Sachs International is satisfied that financial resources necessary
to implement the Increased Offer in full are available to PacifiCorp
Acquisitions.
(h) Save as disclosed in this document, there have been no material changes in
the information previously published by or on behalf of PacifiCorp
Acquisitions during the offer period for which the directors of Pacificorp
Acquisitions are responsible.
8 FINANCING OF INCREASED OFFER
PacifiCorp Acquisitions funded the purchase price of L377 million for its
purchase of 45,987,079 Energy Group Shares with funds obtained from the existing
cash balances of PGHC. PacifiCorp Acquisitions estimates that the total amount
of funds necessary to purchase pursuant to the Increased Offer all remaining
Energy Group Securities that are outstanding, and to pay estimated fees and
expenses of the Increased Offer including the costs of any proposals made to
participants in the Energy Group Share
II-4
<PAGE>
Schemes, will be approximately L4,052 million. The funds needed for these
purposes will principally come from existing cash balances of PGHC and from the
proceeds of borrowings under the three bank credit facilities described in
paragraph 10 ("Financing arrangements") of Appendix V of the Offer Document, as
those credit facilities have been modified as described in the following
paragraph.
Pursuant to a letter agreement dated 3 March 1998, the PacifiCorp
Acquisitions Facility has been amended to increase the term loan commitment to
L2,350 million, decrease the revolving loan commitment to L375 million, and
increase the amount of such facility that may be used to acquire Energy Group
Securities from L1,820 million to L2,035 million. Pursuant to an agreement dated
3 March 1998, the EnergyCo Facility has been amended to increase the term loan
commitment from $1,500 million (or the sterling equivalent) to $1,600 million
(or the sterling equivalent). Up to L303 million of the amount available for the
acquisition of Energy Group Securities under the PacifiCorp Acquisitions
Facility is, subject to certain conditions, available for drawdown for that
purpose before all the Conditions of the Increased Offer have been satisfied,
fulfilled or, where permitted, waived. The lenders under the PacifiCorp
Acquisitions Facility, the Powercoal Facility and the EnergyCo Facility have
each given their consent to the Increased Offer.
9 DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the documents listed below may be inspected at the offices of
Linklaters & Paines, One Silk Street, London EC2Y 8HQ (such address also
being the registered office of PacifiCorp Acquisitions) during usual
business hours on any weekday (Saturdays, Sundays and public holidays
excepted) whilst the Increased Offer remains open for acceptance:
(i) the documents referred to in paragraph 18 of Appendix V of the
Offer Document:
(ii) the valuation of the Loan Notes by Goldman Sachs International
referred to on page 6 of this document;
(iii) documentation relating to the financing of the Increased Offer
detailed in paragraph 8 of Appendix II of this document;
(iv) this document;
(v) the respective letters of Deloitte & Touche and of Goldman Sachs
International on the synergies associated with the acquisition of
Peabody; and
(vi) the written consents referred to in paragraphs 7(d) and 7(e) of
Appendix II of this document.
II-5
<PAGE>
APPENDIX III
SYNERGIES ASSOCIATED WITH ACQUISITION OF PEABODY
On 16 February 1998, a press announcement was released on behalf of
PacifiCorp Acquisitions which included the following statement regarding
synergies, in relation to the Peabody assets, which PacifiCorp Acquisitions
believed would arise from the proposed combination between PacifiCorp and The
Energy Group:
"THE PEABODY ASSETS ARE A KEY PART OF THE PACIFICORP'S PROPOSED COMBINATION
WITH TEG. PACIFICORP PLACES VALUE ON THE SIGNIFICANT SYNERGIES PEABODY PROVIDES,
INCLUDING ONGOING OPPORTUNITIES FOR GROWTH THROUGH INTEGRATION, RATIONALISATION
AND RESTRUCTURING OF PEABODY'S LARGE PORTFOLIO OF COAL ASSETS, AND
ADMINISTRATIVE SAVINGS."
PacifiCorp Acquisitions has carried out a review of the synergies that may
be expected to arise from the integration of Peabody within PacifiCorp Group's
US operations. It believes that the benefits will arise principally in the
following ways, in ascending order:
- - the business combination will permit the elimination of duplicate costs,
particularly in head office and administrative functions;
- - savings are expected to arise from the implementation of best practice; and
- - PacifiCorp will be able to exploit its skills in energy trading and power
generation for the benefit of Peabody.
This statement has been reviewed by Deloitte & Touche and Goldman Sachs
International and copies of their respective letters of 19 March 1998 to
PacifiCorp Acquisitions are set out on the following pages.
III-1
<PAGE>
[LOGO]
The Directors
PacifiCorp Acquisitions
700 NE Multnomah
Portland
Oregon 93232-4116
USA
The Directors
Goldman Sachs International
133 Peterborough Court
London EC4A 2BB
19 March 1998
Dear Sirs
OFFER FOR THE ENERGY GROUP PLC
We refer to the following statement made by PacifiCorp Acquisitions (the
"Company"), for which the directors of the Company are solely responsible, which
was included in a press release issued on behalf of the Company on 16 February
1998:
"THE PEABODY ASSETS ARE A KEY PART OF THE PACIFICORP'S PROPOSED COMBINATION
WITH TEG. PACIFICORP PLACES VALUE ON THE SIGNIFICANT SYNERGIES PEABODY PROVIDES,
INCLUDING ONGOING OPPORTUNITIES FOR GROWTH THROUGH INTEGRATION, RATIONALISATION
AND RESTRUCTURING OF PEABODY'S LARGE PORTFOLIO OF COAL ASSETS, AND
ADMINISTRATIVE SAVINGS."
In accordance with the instructions of the Company and Rule 19.1 of the City
Code on Takeovers and Mergers, we have reviewed and undertaken certain test
procedures relating to the Company's estimate of the expected synergy benefit,
as detailed above.
We have discussed the above statement, together with the relevant underlying
plans of the PacifiCorp group, with those PacifiCorp officers and employees who
developed the plans and with the directors of the Company.
We do not express any opinion as to the achievability of the benefits
identified by the Company in the statement.
On the basis of the foregoing, we report that in our opinion the above
statement by the Company, in the form and context in which it was made, was made
with due care and consideration.
Yours faithfully
Deloitte & Touche
[LOGO]
III-2
<PAGE>
[LOGO]
The Directors
PacifiCorp Acquisitions
700 NE Multnomah
Portland
Oregon 93232-4116
USA
19 March 1998
Dear Sirs
OFFER FOR THE ENERGY GROUP PLC
We refer to the following statement made by the PacifiCorp Acquisitions (the
"Company"), for which the directors of the Company are solely responsible, which
was included in a press release issued on behalf of the Company on 16 February
1998:
"THE PEABODY ASSETS ARE A KEY PART OF THE PACIFICORP'S PROPOSED COMBINATION
WITH TEG. PACIFICORP PLACES VALUE ON THE SIGNIFICANT SYNERGIES PEABODY PROVIDES,
INCLUDING ONGOING OPPORTUNITIES FOR GROWTH THROUGH INTEGRATION, RATIONALISATION
AND RESTRUCTURING OF PEABODY'S LARGE PORTFOLIO OF COAL ASSETS, AND
ADMINISTRATIVE SAVINGS."
We have discussed the above statement, together with the relevant underlying
plans of the PacifiCorp group, with those PacifiCorp officers and employees who
developed the plans and with the directors of the Company.
We do not express any opinion as to the achievability of the benefits
identified by the Company in the statement.
In giving the confirmation set out in this letter, we have reviewed the work
carried out by Deloitte & Touche and have discussed with them the conclusions
stated in their letter of even date herewith.
On the basis of the foregoing, we consider that the above statement by the
Company, in the form and context in which it was made, was made with due care
and consideration.
Yours faithfully
for Goldman Sachs International
Richard A. Sapp
Managing Director
III-3
<PAGE>
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this document and the
accompanying Revised Acceptance Form, unless the context otherwise requires:
<TABLE>
<S> <C>
"DGFT" Director General of Fair Trading
"INCREASED OFFER" the increased offer made by Goldman Sachs International on
behalf of PacifiCorp Acquisitions to acquire Energy Group
Securities as set out in this document including, where the
context permits and/or requires, the Loan Note Alternative
and any subsequent revision, variation, extension or renewal
of such offer or such alternative
"OFFER" the Offer (as defined in the Offer Document)
"OFFER DOCUMENT" the offer document sent by Goldman Sachs International on
behalf of PacifiCorp Acquisitions to Energy Group
Shareholders on 6 February 1998
"REVISED ACCEPTANCE FORM" with respect to Energy Group Shares only, the Revised Form of
Acceptance and, with respect to holders of Energy Group ADSs
only, the Revised Letter of Transmittal and Notice of
Guaranteed Delivery
"REVISED FORM OF ACCEPTANCE" the form of acceptance, election and authority relating to
the Increased Offer, accompanying this document, for use by
holders of Energy Group Shares (but not by holders of Energy
Group ADSs)
"REVISED LETTER OF the revised letter of transmittal relating to the Increased
TRANSMITTAL Offer, accompanying this document, for use by holders of
Energy Group ADSs
</TABLE>
Unless otherwise stated or the context otherwise requires, the definitions
used in the Offer Document shall apply in this document and in the accompanying
Revised Acceptance Form.
IV-1
<PAGE>
ACCEPTANCES IN RESPECT OF ENERGY GROUP SHARES
Duly completed Revised Forms of Acceptance, accompanied by certificates in
respect of Energy Group Shares and/or other documents of title, should be
delivered to the UK Receiving Agent or the US Depositary at one of the addresses
set out below.
The UK Receiving Agent for the Increased Offer is:
New Issues Department,
IRG plc
For Information Call:
0181 639 2166
<TABLE>
<S> <C>
By Mail: By Hand:
PO Box 166, 23 Ironmonger Lane
Bourne House London EC2
34 Beckenham Road
Beckenham
Kent BR3 4TH
</TABLE>
ACCEPTANCES IN RESPECT OF ENERGY GROUP ADSS
Manually signed facsimile copies of the Revised Letter of Transmittal will
be accepted. The Revised Letter of Transmittal, Energy Group ADRs and any other
required documents should be sent or delivered by each holder of Energy Group
ADSs or his broker, dealer, commercial bank, trust company or other nominee to
the US Depositary at one of its addresses set out below.
The US Depositary for the Increased Offer is:
Continental Stock Transfer & Trust Company
For Information Call:
1-800 733 8481 ext. 475
Facsimile Transmission:
(for Eligible Institutions Only)
(212) 248-8495
<TABLE>
<S> <C>
By Mail: By Hand or Overnight Courier:
Continental Stock Transfer & Continental Stock Transfer &
Trust Company Trust Company
c/o Shareholder Communications c/o Shareholder Communications
Corporation Corporation
17 State Street, 24th Floor 17 State Street, 24th Floor
New York, NY 10004 New York, NY 10004
Attn: Tenders & Exchanges Attn: Tenders & Exchanges
</TABLE>
ADDITIONAL INFORMATION
Any questions or requests for assistance or additional copies of the
Increased Offer to Purchase, the Revised Letter of Transmittal and the Notice of
Guaranteed Delivery or the Revised Form of Acceptance may be directed to Goldman
Sachs International, the Dealer Manager or the Information Agent at their
respective addresses and telephone numbers listed below, or to the US Depositary
or the UK Receiving Agent at their respective addresses and telephone numbers
mentioned above. You may also contact your local broker, dealer, commercial bank
or trust company or other nominee for assistance concerning the Increased Offer.
The Information Agent for the Increased Offer is:
Shareholder Communications Corporation
17 State Street
27th Floor
New York, New York 10004
Call Toll Free: 1-800-733-8481, ext. 475
The Increased Offer is being made on behalf of PacifiCorp Acquisitions by:
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
0171 774 1000
The Dealer Manager for the Increased Offer is:
Goldman, Sachs & Co.
85 Broad Street
New York
New York 10004
(212) 902 1000 within New York City
1-800-323-5678 (Toll Free) outside New York City
Printed by MERRILL BURRUPS B432267
Frankfurt, Hong Kong, London, Luxembourg, New York, Paris, Tokyo and Washington
D.C.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. In considering
what action you should take, you are recommended immediately to seek your own
financial advice from your stockbroker, bank manager, solicitor, accountant or
other independent financial advisor.
If you have sold or otherwise transferred all your American Depositary Shares
("Energy Group ADSs") of The Energy Group PLC ("The Energy Group"), please pass
this document and all accompanying documents as soon as possible to the
purchaser or transferee, or to the bank, stockbroker or other agent through whom
the sale or transfer was effected for transmission to the purchaser or
transferee. HOWEVER, SUCH DOCUMENTS SHOULD NOT BE DISTRIBUTED, FORWARDED OR
TRANSMITTED IN OR INTO AUSTRALIA, CANADA OR JAPAN.
Goldman Sachs International is acting for PacifiCorp Acquisitions and PacifiCorp
in relation to the Increased Offer and no one else, and will not be responsible
to anyone other than PacifiCorp Acquisitions and PacifiCorp for providing the
protections afforded to customers of Goldman Sachs International nor for
providing advice in relation to the Increased Offer. Goldman Sachs International
is acting through Goldman, Sachs & Co. for the purpose of making the Increased
Offer in the United States.
- --------------------------------------------------------------------------------
REVISED LETTER OF TRANSMITTAL
TO ACCEPT THE INCREASED OFFER FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
THE ENERGY GROUP PLC
PURSUANT TO THE INCREASED OFFER TO PURCHASE DATED MARCH 19, 1998
BY
GOLDMAN SACHS INTERNATIONAL
ON BEHALF OF
PACIFICORP ACQUISITIONS
(A WHOLLY OWNED SUBSIDIARY OF PACIFICORP)
<TABLE>
<S> <C> <C> <C>
THE INITIAL OFFER PERIOD HAS BEEN EXTENDED AND NOW WILL EXPIRE AT 10:00 PM (LONDON TIME), 5:00 PM (NEW
YORK CITY TIME) ON APRIL 7, 1998, UNLESS FURTHER EXTENDED. AT THE CONCLUSION OF THE INITIAL OFFER PERIOD,
INCLUDING ANY EXTENSION THEREOF, IF ALL CONDITIONS OF THE INCREASED OFFER HAVE BEEN SATISFIED, FULFILLED
OR, WHERE PERMITTED, WAIVED, THE INCREASED OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT
LEAST 14 CALENDAR DAYS. HOLDERS OF ENERGY GROUP SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR
ACCEPTANCES OF THE INCREASED OFFER DURING THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION THEREOF, BUT
NOT DURING THE SUBSEQUENT OFFER PERIOD.
DESCRIPTION OF ENERGY GROUP ADSS TENDERED
<CAPTION>
NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ADS(S) TENDERED (ATTACH
ON ADR(S)) ADDITIONAL LIST IF NECESSARY)
<S> <C> <C> <C>
<CAPTION>
TOTAL NUMBER
ADR OF ADSS NUMBER
SERIAL REPRESENTED BY OF ADSS
NUMBER(S)* ADR(S)* TENDERED**
<S> <C> <C> <C>
*Need not be completed for book-entry transfers.
**Unless otherwise indicated, it will be assumed that all Energy Group ADSs delivered to the US
Depositary are being tendered. See Instruction 4.
</TABLE>
<PAGE>
THE U.S. DEPOSITARY FOR THE INCREASED OFFER IS:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
BY MAIL:
Continental Stock Transfer &
Trust Company
c/o Shareholder Communications
Corporation
17 State Street, 24th Floor
New York, NY 10004
Attn: Tenders & Exchanges
BY FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(212) 248-8495
FOR INFORMATION CALL:
(800) 733-8481, ext. 475
BY HAND OR OVERNIGHT COURIER:
Continental Stock Transfer &
Trust Company
c/o Shareholder Communications
Corporation
17 State Street, 24th Floor
New York, NY 10004
Attn: Tenders & Exchanges
DELIVERY OF THIS REVISED LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT
CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS REVISED LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS REVISED LETTER OF TRANSMITTAL IS COMPLETED.
ACCEPTING HOLDERS OF ENERGY GROUP ADSs EVIDENCED BY ENERGY GROUP ADRs WILL
RECEIVE PAYMENT IN DOLLARS INSTEAD OF POUNDS STERLING UNLESS THEY ELECT
OTHERWISE HEREIN TO RECEIVE PAYMENT IN POUNDS STERLING. IF YOU WISH TO RECEIVE
POUNDS STERLING INSTEAD OF DOLLARS, YOU MUST PLACE AN "X" IN THE BOX ENTITLED
"POUNDS STERLING PAYMENT ELECTION".
ACCEPTANCE OF THE INCREASED OFFER IN RESPECT OF ENERGY GROUP SHARES (EXCEPT
INSOFAR AS THEY ARE REPRESENTED BY ENERGY GROUP ADSs EVIDENCED BY ENERGY GROUP
ADRs) CANNOT BE MADE BY MEANS OF THIS REVISED LETTER OF TRANSMITTAL. If you hold
Energy Group Shares that are not represented by Energy Group ADSs, you can
obtain a Revised Form of Acceptance for accepting the Increased Offer in respect
of those Energy Group Shares from the Information Agent, the US Depositary or
the UK Receiving Agent. See Instruction 13 of this Revised Letter of
Transmittal.
Delivery of a Revised Letter of Transmittal, American Depositary Receipts
evidencing Energy Group ADSs ("Energy Group ADRs") (or book-entry transfer of
such Energy Group ADSs evidenced by Energy Group ADRs) and any other required
documents to the US Depositary by Energy Group ADS holders will be deemed
(without any further action by the US Depositary) to constitute an acceptance of
the Increased Offer by such holder with respect to such Energy Group ADSs
evidenced by Energy Group ADRs subject to the terms and Conditions set out in
the Increased Offer to Purchase dated March 19, 1998 (the "Increased Offer to
Purchase") and this Revised Letter of Transmittal. Capitalized terms and certain
other terms used in this Revised Letter of Transmittal and not otherwise defined
herein shall have the respective meanings assigned to them in the Increased
Offer to Purchase or in the Offer Document (as defined in the Increased Offer to
Purchase).
This Revised Letter of Transmittal is to be used either if Energy Group ADRs
evidencing Energy Group ADSs are to be forwarded herewith or if delivery of
Energy Group ADSs is to be made by book-entry transfer to an account maintained
by the US Depositary at a Book-Entry Transfer Facility as defined in and
pursuant to the procedures for book-entry transfer set forth in "Procedures for
Tendering Energy Group ADSs--Book-Entry Transfer" in Part B of Appendix I to the
Offer Document.
2
<PAGE>
/ / CHECK BOX IF ENERGY GROUP ADSs IN RESPECT OF WHICH THE INCREASED OFFER IS
BEING ACCEPTED ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE US DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER ENERGY GROUP ADSs EVIDENCED BY ENERGY GROUP ADRs BY
BOOK-ENTRY TRANSFER):
Name of Delivering Institution _________________________________________________
Check box opposite name of relevant Book-Entry Transfer Facility:
/ / The Depository Trust Company / / Philadelphia Depository Trust
Company
Account Number __________ Transaction Code Number __________
If a holder of Energy Group ADSs wishes to accept the Increased Offer and
Energy Group ADRs evidencing such Energy Group ADSs are not immediately
available or the procedures for book-entry transfer cannot be completed on a
timely basis, or if time will not permit all required documents to reach the US
Depositary prior to the expiry of the Subsequent Offer Period, such holder's
acceptance of the Increased Offer may nevertheless be effected using the
guaranteed delivery procedure set out under "Procedures for Tendering Energy
Group ADSs--Guaranteed Delivery" in Part B of Appendix I to the Offer Document.
See Instruction 2 of this Revised Letter of Transmittal. HOWEVER, RECEIPT OF A
NOTICE OF GUARANTEED DELIVERY WILL NOT BE TREATED AS A VALID ACCEPTANCE FOR THE
PURPOSE OF SATISFYING THE ACCEPTANCE CONDITION.
/ / CHECK BOX ONLY IF ENERGY GROUP ADSs IN RESPECT OF WHICH THE INCREASED OFFER
IS BEING ACCEPTED ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE US DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of registered owner(s)_____________________________________________
Date of execution of Notice of Guaranteed Delivery_________________________
Name of Institution that guaranteed delivery_______________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby instructs the US Depositary to accept the Increased
Offer on behalf of the undersigned with respect to the Energy Group ADSs
evidenced by Energy Group ADRs (which expression in this Revised Letter of
Transmittal shall, except where the context otherwise requires, be deemed to
include, without limitation, the Energy Group Shares represented thereby)
specified in the box entitled "Description of Energy Group ADSs Tendered"
subject to the terms and Conditions set forth in the Increased Offer to Purchase
and this Revised Letter of Transmittal, by informing PacifiCorp Acquisitions in
writing that the Increased Offer has been so accepted. The undersigned hereby
acknowledges that delivery of this Revised Letter of Transmittal, the Energy
Group ADRs evidencing tendered Energy Group ADSs (or book-entry transfer of such
Energy Group ADSs evidenced by Energy Group ADRs) and any other required
documents to the US Depositary by a holder of Energy Group ADSs will be deemed
(without any further action by the US Depositary) to constitute acceptance of
the Increased Offer by such holder in respect of such holder's Energy Group
ADSs, subject to the terms and Conditions set out in the Increased Offer to
Purchase and this Revised Letter of Transmittal.
The undersigned understands that acceptance of the Increased Offer by the
undersigned pursuant to the procedures described herein and in the instructions
hereto, subject to the withdrawal rights described in the Increased Offer to
Purchase, will constitute a binding agreement between the undersigned and
PacifiCorp Acquisitions upon the terms and subject to the Conditions of the
Increased Offer. IF ACCEPTANCE HAS BEEN MADE IN RESPECT OF THE ENERGY GROUP ADSs
THEN A SEPARATE ACCEPTANCE IN RESPECT OF THE ENERGY GROUP SHARES REPRESENTED BY
SUCH ENERGY GROUP ADSs MAY NOT BE MADE.
The undersigned hereby delivers to the US Depositary the above-described
Energy Group ADSs evidenced by Energy Group ADRs for which the Increased Offer
is being accepted, in accordance with the terms and Conditions of the Increased
Offer to Purchase and this Revised Letter of Transmittal, receipt of which is
hereby acknowledged.
3
<PAGE>
Upon the terms of the Increased Offer (including, if the Increased Offer is
extended, revised or amended, the terms or conditions of any such extension,
revision or amendment), and effective at the time that all Conditions to the
Increased Offer have been satisfied, fulfilled or, where permitted, waived (at
which time PacifiCorp Acquisitions will give notice thereof to the US
Depositary), and if he or she has not validly withdrawn his or her acceptance,
the undersigned hereby sells, assigns and transfers to, or upon the order of,
PacifiCorp Acquisitions all right, title and interest in and to all Energy Group
ADSs evidenced by Energy Group ADRs with respect to which the Increased Offer is
being accepted (and any and all Energy Group ADSs or other securities or rights
issuable in respect of such Energy Group ADSs) and irrevocably constitutes and
appoints the US Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Energy Group ADSs (and any such other Energy
Group ADSs, securities or rights), with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (a) deliver Energy Group ADRs for such Energy Group ADSs (and any such other
Energy Group ADSs, securities or rights) or accept transfer of ownership of such
Energy Group ADSs (and any such other Energy Group ADSs, securities or rights)
on the account books maintained by a Book-Entry Transfer Facility together, in
any such case, with all accompanying evidences of transfer and authenticity to,
or upon the order of, PacifiCorp Acquisitions, (b) present such Energy Group
ADRs for such Energy Group ADSs (and any other Energy Group ADSs, securities or
rights) for transfer, and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Energy Group ADSs (and any such other
Energy Group ADSs, securities or rights), all in accordance with the terms of
the Increased Offer.
The undersigned agrees that its execution hereof (together with any
signature guarantees) and its delivery to the US Depositary shall constitute an
authority to any director of PacifiCorp Acquisitions or Goldman Sachs
International in accordance with the terms of paragraph 6 of Part B of Appendix
I to the Offer Document.
The undersigned agrees that effective from and after the date hereof or, if
later, the date on which all Conditions to the Increased Offer are satisfied,
fulfilled or, where permitted, waived: (a) PacifiCorp Acquisitions or its agents
shall be entitled to direct the exercise of any votes attaching to the Energy
Group Shares represented by any Energy Group ADSs evidenced by Energy Group ADRs
in respect of which the Increased Offer has been accepted or is deemed to have
been accepted (the "Accepted ADSs") and any other rights and privileges
attaching to such Energy Group Shares, including any right to requisition a
general meeting of The Energy Group or of any class of its shareholders, and (b)
the execution of this Revised Letter of Transmittal by a holder of Energy Group
ADSs (together with any signature guarantees) and its delivery to the US
Depositary shall constitute in respect of Accepted ADSs (i) an authority to The
Energy Group or its agents from the undersigned to send any notice, circular,
warrant, document or other communications that may be required to be sent to him
or her as an Energy Group ADS holder to PacifiCorp Acquisitions at its
registered office, (ii) an authority to PacifiCorp Acquisitions or its agent to
sign any consent to short notice of a general meeting or separate class meeting
on behalf of the holder of Accepted ADSs and/or to execute a form of proxy in
respect of the Accepted ADSs appointing any person nominated by PacifiCorp
Acquisitions to attend general meetings and separate class meetings of The
Energy Group or its members (or any of them) (or any adjournments thereof) and
to exercise the votes attaching to the Energy Group Shares represented by such
Accepted ADSs on his or her behalf, and (iii) the agreement of the undersigned
not to exercise any such rights without the consent of PacifiCorp Acquisitions
and the irrevocable undertaking of the undersigned not to appoint a proxy for or
to attend general meetings or separate class meetings of The Energy Group in
respect of such Accepted ADSs.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to accept the Increased Offer and to sell, assign and
transfer the Energy Group ADSs evidenced by Energy Group ADRs (and the Energy
Group Shares represented by such Energy Group ADSs) in respect of which the
Increased Offer is being accepted or deemed to be accepted (and any and all
other Energy Group ADSs, securities or rights issued or issuable in respect of
such Energy Group ADSs) and, when the same are purchased by PacifiCorp
Acquisitions, PacifiCorp Acquisitions will acquire good title thereto, free from
all liens, equitable interests, charges, encumbrances and together with all
rights attaching thereto, including voting rights and the right to receive all
dividends and other distributions declared, made or paid on or after February 3,
1998 with respect to the Energy Group Shares represented by the Energy Group
ADSs. The undersigned will, upon request, execute any additional documents
deemed by the US Depositary or PacifiCorp Acquisitions to be necessary or
desirable to complete the sale, assignment and transfer of the Energy Group ADSs
evidenced by Energy Group ADRs in respect of which the Increased Offer is being
accepted (and any and all other Energy Group ADSs, securities or rights).
4
<PAGE>
The undersigned irrevocably undertakes, represents, and warrants to and
agrees with PacifiCorp Acquisitions (so as to bind him or her, his or her
personal representatives, heirs, successors and assigns) to the effect that the
undersigned: (i) has not received or sent copies of this document or any
Acceptance Form or any related documents in, into or from Canada, Japan or
Australia and has not otherwise utilized in connection with the Increased Offer,
directly or indirectly, the Canadian, Australian or Japanese mails or any means
or instrumentality (including, without limitation, facsimile transmission, telex
and telephone) of interstate or foreign commerce, or any facilities of a
national securities exchange, of Canada, Australia or Japan, (ii) is accepting
the Increased Offer from outside Canada, Japan and Australia and (iii) is not an
agent or fiduciary acting on a nondiscretionary basis for a principal, unless
such agent or fiduciary is an authorized employee of such principal or such
principal has given any instructions with respect to the Increased Offer from
outside Canada, Japan and Australia.
All authority herein conferred or agreed to be conferred pursuant to this
Revised Letter of Transmittal shall be binding upon the successors, assigns,
heirs, executors, administrators and legal representatives of the undersigned
and shall not be affected by, and shall survive, the death or incapacity of the
undersigned. Except as stated in the Increased Offer to Purchase, this
acceptance is irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions", the
undersigned hereby instructs the US Depositary to issue, or cause to be issued,
the check for the purchase price in the name(s) of the registered holder(s)
appearing under "Description of Energy Group ADSs Tendered". Similarly, unless
otherwise indicated under "Special Delivery Instructions", the undersigned
hereby instructs the US Depositary to mail, or cause to be mailed, the check for
the purchase price and/or return, or cause to be returned, any Energy Group ADRs
evidencing Energy Group ADSs in respect of which the Increased Offer is not
being accepted or which are not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Energy Group ADSs Tendered". In the event that the "Special
Payment Instructions" and/or the "Special Delivery Instructions" are completed,
the undersigned hereby instructs the US Depositary to (i) issue and/or mail, or
cause to be issued and/or mailed, the check for the purchase price, if any, in
the name of, and/or to the address of, the person or persons so indicated,
and/or (ii) return, or cause to be returned, any Energy Group ADRs evidencing
Energy Group ADSs in respect of which the Increased Offer is not being accepted
or which are not purchased, if any, to the person at the address so indicated.
In the case of a book-entry delivery of Energy Group ADSs evidenced by Energy
Group ADRs, the undersigned hereby instructs the US Depositary to credit the
account maintained at the Book-Entry Transfer Facility indicated above with any
Energy Group ADSs in respect of which the Increased Offer is not being accepted
or which are not purchased. The undersigned recognizes that the US Depositary
will not transfer any Energy Group ADSs which are not purchased pursuant to the
Increased Offer from the name of the registered holder thereof to any other
person.
If the box headed "Pounds Sterling Payment Election" is not checked, the
undersigned hereby instructs the relevant payment agent (either the US
Depositary or the UK Receiving Agent) to convert all amounts payable pursuant to
the Increased Offer from pounds sterling to US dollars at the exchange rate
obtainable by the relevant payment agent on the spot market in London at
approximately noon (London time) on the date the cash consideration is made
available by PacifiCorp Acquisitions to the relevant payment agent for delivery
to holders of Energy Group ADSs and to pay such amounts by check payable in US
dollars. The actual amount of US dollars received will depend upon the exchange
rate prevailing on the day funds are made available to the relevant payment
agent by PacifiCorp Acquisitions. Energy Group ADS holders should also be aware
that the US dollar/pound sterling exchange rate which is prevailing at the date
on which the undersigned executes this Revised Letter of Transmittal and on the
date of dispatch of payment may be different from that prevailing on the day
funds are made available to the relevant payment agent by PacifiCorp
Acquisitions. In all cases, fluctuations in the US dollar/pounds sterling
exchange rate are at the risk of accepting Energy Group ADS holders who do not
elect to receive their consideration in pounds sterling. Such currency exchange
will be effected by the relevant payment agent on behalf of the requesting
Energy Group ADS holder and PacifiCorp Acquisitions shall have no responsibility
or obligation with respect thereto.
SUBJECT TO THE TERMS OF THE INCREASED OFFER TO PURCHASE, THIS REVISED LETTER
OF TRANSMITTAL SHALL NOT BE CONSIDERED COMPLETE AND VALID, AND PAYMENT OF
CONSIDERATION PURSUANT TO THE INCREASED OFFER SHALL NOT BE MADE, UNTIL THE
ENERGY GROUP ADRs EVIDENCING THE ENERGY GROUP ADSs IN RESPECT OF WHICH THE
INCREASED OFFER IS BEING ACCEPTED AND ALL OTHER REQUIRED DOCUMENTATION HAVE BEEN
RECEIVED BY THE US DEPOSITARY AS PROVIDED IN THE INCREASED OFFER TO PURCHASE AND
THIS REVISED LETTER OF TRANSMITTAL.
5
<PAGE>
/ / CHECK HERE IF ANY OF THE ENERGY GROUP ADRs REPRESENTING ENERGY GROUP ADSs
THAT YOU OWN HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 12.
Number of Energy Group ADSs represented by the lost, stolen or destroyed
Energy Group ADRs: _______
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
/ / Check box ONLY if the check for the purchase price with / / Check box ONLY if the check for the purchase price with
respect to Energy Group ADSs purchased is to be issued in respect to Energy Group ADSs purchased and/or Energy Group ADRs
the name of someone other than the undersigned. evidencing Energy Group ADSs in respect of which the
Increased Offer is not accepted or which are not purchased
are to be mailed to someone other than the undersigned, or
to the undersigned at an address other than that shown
above.
Issue to:
Name
(PLEASE PRINT)
Address Mail / / Check / / ADR certificates to:
(INCLUDE ZIP CODE) Name
(PLEASE PRINT)
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.) Address
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
(INCLUDE ZIP CODE)
</TABLE>
POUNDS STERLING PAYMENT ELECTION
/ / Check box ONLY if you wish to receive all (but not part) of the amount of
cash consideration to be paid by a check in pounds sterling. If you do
not check this box you will receive payment by a check in US dollars and
the relevant payment agent (either the US Depositary or the UK Receiving
Agent) will arrange for the conversion of the pound sterling amounts
payable to you to US dollars at the exchange rate obtainable by the
relevant payment agent on the spot market in London at approximately noon
(London time) on the date the cash consideration is made available by
PacifiCorp Acquisitions to the relevant payment agent for delivery to
holders of Energy Group ADSs.
6
<PAGE>
- --------------------------------------------------------------------------------
SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
____________________________________________________________________________
____________________________________________________________________________
(SIGNATURE(S) OF OWNER(S))
Dated: ________________________________________________________________ 1998
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Energy Group ADR(s) evidencing the Energy Group ADS(s) or by person(s) to
whom Energy Group ADR(s) surrendered have been assigned and transferred, as
evidenced by endorsement, stock powers and other documents transmitted
herewith. If signature is by any trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or others acting in a fiduciary
or representative capacity, please set forth the following and see
Instruction 5.)
Name(s) ____________________________________________________________________
______________________________________
(PLEASE TYPE OR PRINT)
Capacity (full title) ______________________________________________________
Address ____________________________________________________________________
______________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
Tax Identification or
Social Security No. ________________________________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
Area Code and Telephone No. ________________________________________________
Dated: _____________________________________________________________________
- --------------------------------------------------------------------------------
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE INCREASED OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on the
Revised Letter of Transmittal if (a) the Revised Letter of Transmittal is signed
by the registered holder(s) of the Energy Group ADSs evidenced by Energy Group
ADRs in respect of which the Increased Offer is being accepted herewith and such
holder(s) have not completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on this
Revised Letter of Transmittal or (b) the Increased Offer is being accepted in
respect of such Energy Group ADSs for the account of an Eligible Institution. In
all other cases, all signatures on this Revised Letter of Transmittal must be
guaranteed by a financial institution (including most banks, savings and loan
associations and brokerage houses) which is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Program, or the Stock Exchange Medallion Program (an "Eligible Institution").
See Instruction 5.
2. DELIVERY OF REVISED LETTER OF TRANSMITTAL AND ADSS. This Revised Letter
of Transmittal is to be completed either if Energy Group ADRs evidencing Energy
Group ADSs are to be forwarded herewith or if delivery is to be made by book-
entry transfer to an account maintained by the US Depositary at a Book-Entry
Transfer Facility pursuant to the procedures for book-entry transfer set out in
"Procedures for Tendering Energy Group ADSs--Book-Entry Transfer" in Part B of
Appendix I to the Offer Document. Energy Group ADRs evidencing Energy Group ADSs
or confirmation of a book-entry transfer of such Energy Group ADSs into the US
Depositary's account at a Book-Entry Transfer Facility, as well as a properly
completed and duly executed Revised Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees and any other
documents required by this Revised Letter of Transmittal, must be delivered to
the US Depositary at one of its addresses set forth herein.
Energy Group ADS holders whose Energy Group ADRs are not immediately
available or who cannot deliver their Energy Group ADRs and all other required
documents to the US Depositary or complete the procedures for book-entry
transfer prior to the expiration of the Subsequent Offer Period may accept the
Increased Offer with respect to their Energy Group ADSs by properly completing
and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set out in "Procedures for Tendering Energy Group
ADSs--Guaranteed Delivery" in Part B of Appendix I to the Offer Document.
Pursuant to the guaranteed delivery procedures: (a) acceptance must be made by
or through an Eligible Institution; (b) a properly completed and duly executed
Notice of Guaranteed Delivery substantially in the form provided by PacifiCorp
Acquisitions must be received by the US Depositary prior to the expiration of
the Subsequent Offer Period; and (c) the Energy Group ADRs evidencing the Energy
Group ADSs in respect of which the Increased Offer is being accepted (or, in the
case of Energy Group ADSs held in book-entry form, timely confirmation of the
book-entry transfer of such Energy Group ADSs into the US Depositary's account
at a Book-Entry Transfer Facility as described in the Offer Document) together
with a properly completed and duly executed Revised Letter of Transmittal (or
facsimile thereof) with any required signature guarantees and any other
documents required by this Revised Letter of Transmittal, are received by the US
Depositary within three business days after the date of execution of such Notice
of Guaranteed Delivery. For these purposes, a "business day" is any day on which
the New York Stock Exchange is open for business.
THE METHOD OF DELIVERY OF ENERGY GROUP ADSS EVIDENCED BY ENERGY GROUP ADRS
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE HOLDERS OF
ENERGY GROUP ADSS ACCEPTING THE INCREASED OFFER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent acceptance will be accepted and no
fractional Energy Group ADSs will be purchased. All accepting Energy Group ADS
holders, by execution of this Revised Letter of Transmittal (or facsimile
thereof), waive any right to receive any notice of the acceptance of their
Energy Group ADSs for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the serial
numbers of the certificates and/or the number of Energy Group ADSs should be
listed on a separate schedule attached hereto.
4. PARTIAL ACCEPTANCES (NOT APPLICABLE TO BOOK-ENTRY TRANSFERS). If the
Increased Offer is to be accepted in respect of less than all of the Energy
Group ADSs evidenced by any Energy Group ADRs delivered to the US Depositary
herewith, fill in the number of Energy Group ADSs in respect of which the
Increased Offer is being accepted in the box entitled "Number of ADSs Tendered".
In such case, a new Energy Group ADR for the remainder of the Energy Group ADSs
(in respect of which the Increased Offer is not being accepted) represented by
the old Energy Group ADR will be sent to the registered holder as promptly as
practicable following the date on which the Energy Group ADSs in respect of
which the Increased Offer has been accepted are purchased.
8
<PAGE>
The Increased Offer will be deemed to have been accepted in respect of all
Energy Group ADSs evidenced by Energy Group ADRs delivered to the US Depositary
unless otherwise indicated. In the case of partial acceptances, Energy Group
ADSs in respect of which the Increased Offer was not accepted will not be
reissued to a person other than the registered holder.
5. SIGNATURES ON REVISED LETTER OF TRANSMITTAL, STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Energy Group ADSs in respect of which the Increased Offer is
being accepted hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates without any change whatsoever.
If any of the Energy Group ADSs evidenced by Energy Group ADRs in respect of
which the Increased Offer is being accepted hereby are owned of record by two or
more owners, all such owners must sign this Revised Letter of Transmittal.
If any of the Energy Group ADSs in respect of which the Increased Offer is
being accepted are registered in different names on different Energy Group ADRs,
it will be necessary to complete, sign and submit as many separate Revised
Letters of Transmittal as there are different registrations of Energy Group
ADRs.
If this Revised Letter of Transmittal or any Energy Group ADRs or stock
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to PacifiCorp Acquisitions of their authority so to
act must be submitted.
When this Revised Letter of Transmittal is signed by the registered
holder(s) of the Energy Group ADSs listed and transmitted hereby, no
endorsements of certificates or separate stock powers are required unless
payment of the purchase price is to be issued to a person other than the
registered holder(s). Signatures on such Energy Group ADRs or stock powers must
be guaranteed by an Eligible Institution.
If this Revised Letter of Transmittal is signed by a person other than the
registered holder(s) of the Energy Group ADSs listed, the Energy Group ADRs must
be endorsed or accompanied by appropriate stock powers signed exactly as the
names(s) of the registered holder(s) appear(s) on the Energy Group ADRs
evidencing such Energy Group ADSs. Signatures on such Energy Group ADRs or stock
powers must be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. PacifiCorp Acquisitions will pay or cause to be
paid any stock transfer taxes with respect to the transfer and sale to it or its
order of Energy Group ADSs evidenced by Energy Group ADRs pursuant to the
Increased Offer. If, however, payment of the purchase price is to be made to any
persons other than the registered holder(s), or if Energy Group ADSs in respect
of which the Increased Offer is being accepted are registered in the name of any
person other than the person(s) signing this Revised Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered holder(s)
or such person(s) payment on account of the transfer to such person) will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes or exemption therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Energy Group ADRs listed in this
Revised Letter of Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the purchase
price is to be issued in the name of a person other than the signer of this
Revised Letter of Transmittal or if the check for the purchase price is to be
sent and/or any Energy Group ADRs evidencing Energy Group ADSs in respect of
which the Increased Offer is not being accepted or which are not purchased are
to be returned to a person other than the signer of this Revised Letter of
Transmittal or to an address other than that shown on the reverse, the boxes
labeled "Special Payment Instructions" and/or "Special Delivery Instructions" on
this Revised Letter of Transmittal should be completed.
8. POUNDS STERLING PAYMENT ELECTION. If the check for the purchase price is
to be issued in pounds sterling, please check the box marked "Pounds Sterling
Payment Election". If you do not check such box all pound sterling amounts
payable pursuant to the Increased Offer will be converted by the relevant
payment agent (either the US Depositary or the UK Receiving Agent) into US
dollars at the exchange rate obtainable by the relevant payment agent on the
spot market in London at approximately noon (London time) on the date the cash
consideration is made available by PacifiCorp Acquisitions to the relevant
payment agent for delivery to holders of Energy Group ADSs.
9. WAIVER OF CONDITIONS. PacifiCorp Acquisitions reserves the absolute right
in its sole discretion to waive any of the specified conditions of the Increased
Offer, in whole or in part, to the extent permitted by applicable law and the
rules of the City Code.
9
<PAGE>
10. 31% U.S. BACKUP WITHHOLDING. In order to avoid "backup withholding" of
US federal income tax on any cash payment received upon the surrender of Energy
Group ADSs pursuant to the Increased Offer, an Energy Group ADS holder must,
unless an exemption applies, provide the US Depositary with his or her correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9 on this Revised
Letter of Transmittal and certify, under penalties of perjury, that such number
is correct and that he or she is not subject to backup withholding. If the
correct TIN is not provided, a $50 penalty may be imposed by the Internal
Revenue Service and cash payments made in exchange for the surrendered Energy
Group ADSs may be subject to backup withholding. If backup withholding applies,
the US Depositary is required to withhold 31% of any payment made pursuant to
the Increased Offer.
Backup withholding is not an additional US federal income tax. Rather, the
US federal income tax liability of persons subject to back-up withholding will
be reduced by the amount of such tax withheld. If backup withholding results in
an overpayment of taxes, a refund may be applied for from the Internal Revenue
Service.
The TIN that is to be provided on the Substitute Form W-9 is that of the
registered holder(s) of the Energy Group ADSs or of the last transferee
appearing on the transfers attached to, or endorsed on, the Energy Group ADSs.
The TIN for an individual is his or her social security number. Each tendering
Energy Group ADS holder generally is required to notify the US Depositary of his
or her correct TIN by completing the Substitute Form W-9 contained herein,
certifying that the TIN provided on Substitute Form W-9 is correct (or that such
holder is awaiting a TIN), and that (1) such holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of a failure to report all interest or dividends, or (2) the Internal
Revenue Service has notified such holder that such holder is no longer subject
to backup withholding (see Part III of Substitute Form W-9). Notwithstanding
that the "TIN Applied For" box is checked (and the Certification is completed),
the US Depositary will withhold 31% on any cash payment of the purchase price
for the Energy Group ADSs made prior to the time it is provided with a properly
certified TIN.
Exempt persons (including among others, corporations) are not subject to
backup withholding. A foreign individual or foreign entity may qualify as an
exempt person by submitting a statement (on Form W-8), signed under penalties of
perjury, certifying such person's foreign status. Form W-8 can be obtained from
the US Depositary. An Energy Group ADS holder should consult his or her tax
advisor as to his or her qualification for an exemption from backup withholding
and the procedure for obtaining such exemption.
For additional guidance, see the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance or additional copies of the Increased Offer to Purchase, the Offer
Document, this Revised Letter of Transmittal, the Notice of Guaranteed Delivery
and the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 may be directed to the US Depositary at the address and
telephone number set forth above, to the Information Agent or the Dealer Manager
at the addresses and telephone numbers set forth below, or to the UK Receiving
Agent at the appropriate address and telephone number set forth in the Increased
Offer to Purchase.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Energy Group ADR
evidencing Energy Group ADSs has been lost, destroyed or stolen, the holder
thereof should promptly notify the US Depositary by checking the box immediately
preceding the special payment/special delivery instructions boxes and indicating
the number of Energy Group ADSs evidenced by such lost, destroyed or stolen
Energy Group ADRs. The holder thereof will then be instructed as to the steps
that must be taken in order to replace such Energy Group ADRs. This Revised
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Energy Group ADRs have been
followed.
13. HOLDERS OF ENERGY GROUP SHARES NOT REPRESENTED BY ENERGY GROUP ADSS.
Holders of Energy Group Shares have been sent a Revised Form of Acceptance with
the Increased Offer to Purchase and may not accept the Increased Offer in
respect of Energy Group Shares pursuant to this Revised Letter of Transmittal
except insofar as those shares are represented by Energy Group ADSs. If any
holder of Energy Group Shares which are not represented by Energy Group ADSs
needs to obtain a copy of a Revised Form of Acceptance, such holder should
contact the UK Receiving Agent at the appropriate address and telephone number
set forth in the Increased Offer to Purchase or the US Depositary.
10
<PAGE>
PAYER'S NAME: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS DEPOSITARY AGENT
<TABLE>
<CAPTION>
<S> <C>
SUBSTITUTE PART I--Taxpayer Identification Number (TIN)
FORM W-9 Please enter your correct number in the appropriate box below. NOTE: If the account is
DEPARTMENT OF THE TREASURY more than one name, see the chart on the enclosed form, Guidelines for Certification
INTERNAL REVENUE SERVICE of Taxpayer Identification Number on Substitute Form W-9, for guidance on which number
to enter.
PAYER'S REQUEST FOR Social Security Number Or Employer Identification Number
TAXPAYER IDENTIFICATION ---------------------------- ----------------------------
NUMBER AND CERTIFICATION If you do not have a TIN, see the instructions "How to Get a TIN" and check the box
below.
TIN Applied For / /
PART II--For Payees Exempt from Backup Withholding (see instructions)
PART III CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest and
dividends, or (c) IRS has notified me that I am no longer subject to backup withholding, and
(3) All other information provided on this form is true, correct and complete.
Certification Instructions. You must cross out Item (2) above if you have been notified by IRS that you are currently subject to
backup withholding because you have failed to report all interest and dividends on your tax return. Please indicate the taxpayer's
name associated with the TIN if other than the first name appearing in the registration:
(X) ----------------------------
(Please Print)
Please Sign (X) Signature(s) -------------------------------------- Date -------------------
</TABLE>
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE INCREASED OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
11
<PAGE>
THE INFORMATION AGENT FOR THE INCREASED OFFER IS:
SHAREHOLDER COMMUNICATIONS CORPORATION
17 State Street, 27th Floor
New York, New York 10004
Call: (800) 733-8481, ext. 475 (Toll Free)
THE DEALER MANAGER FOR THE INCREASED OFFER IS:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 within New York City
(800) 323-5678 (Toll Free) outside New York City
12
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When
considering the action you should take, you are recommended immediately to
seek your own financial advice from your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser authorised under
the Financial Services Act 1986. This document should be read in conjunction
with the accompanying Increased Offer Document dated 19 March 1998 from
Goldman Sachs International (the "Increased Offer Document") and with the
Offer Document dated 6 February 1998 from Goldman Sachs International (the
"Offer Document").
If you have sold or otherwise transferred all your Energy Group Shares,
please send this Revised Form of Acceptance (but NOT if it is personalised),
together with the accompanying Increased Offer Document, notice of withdrawal
and reply-paid envelopes, as soon as possible, to the purchaser or
transferee, or to the stockbroker, bank or other agent through whom the sale
or transfer was effected for onward transmission to the purchaser or
transferee. However, such documents should not be forwarded or transmitted in
or into Canada, Australia or Japan.
The Increased Offer is not being made, directly or indirectly, in or into
Canada, Australia or Japan and neither this Revised Form of Acceptance nor
the accompanying Increased Offer Document is being mailed or otherwise
distributed or sent in or into Canada, Australia or Japan. All persons
(including nominees, trustees and custodians) who would, or otherwise intend
to, forward this Revised Form of Acceptance and the accompanying Increased
Offer Document must not distribute or send them in, into or from Canada,
Australia or Japan, and doing so may render invalid any related purported
acceptance of the Increased Offer. Further details in this regard are set out
in paragraph 8 of Part B of Appendix I to the Offer Document. To accept the
Increased Offer, holders of Energy Group ADSs must complete the Revised
Letter of Transmittal (rather than the Revised Form of Acceptance) in
accordance with the instructions printed on it.
The Loan Notes to be issued pursuant to the Increased Offer have not been,
and will not be, registered under the United States Securities Act of 1933,
as amended, or under any relevant securities laws of any state or district of
the United States, will not be the subject of a prospectus under the
securities laws of any province of Canada and will not be registered under
any relevant securities laws of any other country. The Loan Notes are not
being offered, sold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan.
If you are a CREST sponsored member, you should refer to your CREST sponsor
before completing this Form.
REVISED FORM OF ACCEPTANCE, AUTHORITY AND ELECTION
[LOGO] PACIFICORP
INCREASED CASH OFFER
by
GOLDMAN SACHS INTERNATIONAL
on behalf of
PACIFICORP ACQUISITIONS
A WHOLLY-OWNED SUBSIDIARY OF PACIFICORP
FOR
THE ENERGY GROUP PLC
Unless the context otherwise requires, the definitions contained in
the Offer Document also apply in this Revised Form of Acceptance (the
"Form").
ACTION TO BE TAKEN
- - To accept the Increased Offer, complete page 3 of this Form,
following the instructions and notes for guidance set out on pages 2
and 4.
- - If you have already accepted the Offer and wish to accept the
Increased Offer you need take no further action unless you wish to
amend the number of Energy Group Shares in respect of which you
originally elected for the Loan Note Alternative.
- - Return this Form, duly completed and signed and, if your Energy
Group Shares are in certificated form, accompanied by your share
certificate(s) and/or other document(s) of title, by hand or by post
to New Issues Department, IRG plc, PO Box 166, Bourne House, 34
Beckenham Road, Beckenham, Kent BR3 4TH or by hand (during normal
business hours only) to IRG plc, 23 Ironmonger Lane, London EC2, as
soon as possible but, in any event, so as to be received by no later
than 10.00 p.m. (London time), 5.00 p.m. (New York City time) on 7
April 1998. A reply-paid envelope is enclosed (for use within the
United Kingdom and the United States only) for you to lodge documents
by post.
- - If your Energy Group Shares are in uncertificated form (that is,
if you do not have a paper share certificate because your shares are
held in CREST), you should return this Form and take the action
described in Part B (in particular, paragraphs 10(d)-10(l)) of
Appendix I to the Offer Document to transfer your Energy Group Shares
to an escrow balance. For this purpose, the participant ID of the
Escrow Agent, IRG plc, in its capacity as a CREST receiving agent, is
RA10, the member account ID of the Escrow Agent is ENERGY and the
Revised Form of Acceptance Reference Number of this Form (for
insertion in the first eight characters of the shared note field on
the TTE instruction) is shown next to Box 5 on page 3 of this Form.
You should ensure that the transfer to escrow settles not later than
10.00 p.m. (London time), 5.00 a.m. (New York City time) on 7 April
1998. If you are a CREST sponsored member, you should refer to your
CREST sponsor before completing this Form.
- - If you hold Energy Group Shares in both certificated and
uncertificated form (that is, in CREST), you should complete a
separate Form for each holding. If you hold Energy Group Shares in
uncertificated form, but under different member account IDs, you
should complete a separate Form in respect of each member account ID.
Similarly, if you hold Energy Group Shares in certificated form, but
under different designations, you should complete a separate Form in
respect of each designation. You can obtain further Forms by
contacting IRG plc on telephone number 0181 639 2166.
- - If your Energy Group Shares are in certificated form and your
share certificate(s) and/or other document(s) of title are with your
bank, stockbroker or other agent and your share certificate(s) and/or
other document(s) of title are readily available, you should complete
and sign this Form and arrange for it to be lodged by such agent with
the relevant document(s). If your share certificate(s) and/or other
document(s) of title is/are not readily available, please read Note 6
on page 4 of this Form. If your share certificate(s) is/are lost,
please read Note 7 on page 4 of this Form.
- - If you hold Energy Group Shares jointly with others, you must
arrange for all your co-holders to sign this Form.
- - Any Form which is received in an envelope postmarked in, or which
appears to PacificCorp Acquisitions or its agents to have been sent
from Canada, Australia or Japan may be treated as invalid.
- - Please read Part B of Appendix I to the Offer Document, the
provisions of which form part of this Form.
- - If you require assistance on how to complete this Form, please
contact New Issues Department, IRG plc on telephone number 0181 639 2166.
- - If, however, you have any general queries about the Increased
Offer, please contact the PacifiCorp Helpline on telephone number 0845
603 9218.
<PAGE>
Page 2
INSTRUCTIONS FOR COMPLETING PAGE 3 OF THIS FORM
THE PROVISIONS OF PART B OF APPENDIX I TO THE OFFER DOCUMENT FORM PART OF THIS
FORM
1. TO ACCEPT THE INCREASED OFFER
To accept the Increased Offer for your Energy Group Shares, insert in Box [1]
the total number of Energy Group Shares for which you wish to accept the
Increased Offer, including any Energy Group Shares in respect of which you
wish to make an election for the Loan Note Alternative set out in Box [2].
You must sign Box [6] in the presence of a witness in accordance with the
instructions set out below, which will constitute your acceptance of the
Increased Offer. If no number, or a number greater than your entire holding
of Energy Group Shares, is inserted in Box [1] and you have signed Box [6],
you will be deemed to have accepted the Increased Offer in respect of your
entire holding of Energy Group Shares (being your entire holding, if your
Energy Group Shares are in certificated form, under the name(s) and
address(es) specified in Box [3] (or, if applicable, Box [4]) or, if your
Energy Group Shares are in CREST, under the participant ID and member account
ID specified in Box [5]). By accepting the Increased Offer, you will be
deemed (unless you insert "YES" in Box [8]) to give the warranties in paragraph
11(l) of Part B of Appendix I to the Offer Document.
PLEASE ENSURE YOUR SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF
TITLE ARE ENCLOSED.
2. TO ELECT FOR THE LOAN NOTE ALTERNATIVE
If, but only if, you wish to elect for the Loan Note Alternative, you must
complete Box [2]. When you have completed Box [1], insert in Box [2] the
number of Energy Group Shares in respect of which you wish to elect for the
Loan Note Alternative. If you insert a number in Box [2] which is greater
than the number inserted (or deemed to be inserted) in Box [1], you will be
deemed to have elected for the Loan Note Alternative in respect of the number
inserted (or deemed to be inserted) in Box [1]. The Loan Note Alternative is
not available to persons entitled to participate in the Increased Offer who
are citizens or residents of the United States. Please note that in order for
PacifiCorp Acquisitions to pay interest on the Loan Notes without the United
States withholding tax of 30 per cent., PacifiCorp Acquisitions must receive
a statement certifying that the beneficial owner of the Loan Notes is not a
United States person or, in the case of an individual, not a citizen or
resident of the United States. If you elect the Loan Note Alternative, you
will be furnished with a United States Internal Revenue Service Form W-8 to
enable you to make that certification.
3.
4. FULL NAME(S) AND ADDRESS(ES)
OF REGISTERED SHAREHOLDER(S)
If the details shown in Box [3] are not correct in all respects, please
complete Box [4] with the full name(s) and address of the first registered
holder and the name(s) of any joint holder in BLOCK CAPITALS. Please do not
complete Box [4] if details shown in Box [3] are correct in all respects.
Unless you complete Box [7], the address of the first-named holder shown in
Box [3] (or, if applicable, Box [4]) is the address to which the payment of
the cash consideration and/or Loan Notes becoming due to you will be sent. If
you insert in Box [4] an address in Canada, Australia or Japan, you must
insert in Box [7] an alternative address outside Canada, Australia and Japan.
TELEPHONE NUMBER FOR QUERIES
Please enter a day-time telephone number (including STD code) where you can
be contacted in the event of any query arising from completion of this Form.
You must not insert a telephone number in Canada, Australia or Japan.
5. PARTICIPANT ID AND MEMBER ACCOUNT ID
If your Energy Group Shares are in CREST, you must insert in Box [5] the
participant ID and the member account ID under which such Shares are held by
you in CREST. You must also transfer (or procure the transfer of) the Energy
Group Shares concerned to an escrow balance, specifying in the TTE
instruction the participant ID and member account ID inserted in Box [5] and
the Revised Form of Acceptance Reference Number of this Form and the other
information referred to in paragraph 10(f) of Part B of Appendix I to the
Offer Document. The Revised Form of Acceptance Reference Number appears next
to Box [5] on page 3 of this Form.
6. SIGNATURES
To accept the Increased Offer for your Energy Group Shares, you MUST SIGN Box
[6], regardless of which other boxes you complete. In the case of joint
holders, ALL joint holders must sign Box [6]. Each holder must sign in the
presence of a witness. The witness must be over 18 years of age and must not
be one of the registered joint holders. The same witness may witness each
signature of the registered joint holders.
If the acceptance is not made by the registered joint holder(s), insert the
name(s) and capacity(ies) (eg. executor) of the person(s) making the
acceptance. A company may either execute under seal, the seal being affixed
and witnessed in accordance with its Articles of Association or other
regulations or, if applicable, in accordance with section 36A of the
Companies Act 1985.
7. ALTERNATIVE ADDRESS
If you want payment of the cash consideration, Loan Notes and/or other
documents to be sent to an address other thant he address of the first-named
registered holder in Box [3] (or, if applicable, Box [4]) (e.g. the address
of your bank manager or stockholder), you should complete Box [7] in BLOCK
CAPITALS with the name of such person and the address (but not in Canada,
Australia or Japan). Box [7] must be completed by holders who have completed
Box [4] with an address in Canada, Australia or Japan.
8. OVERSEAS PERSONS
If you are, or hold Energy Group Shares for, a citizen, resident or national
of a country other than the United Kingdom or United States, please refer to
paragraph 8 of Part B of Appendix I to the Offer Document. If you are unable
to give the warranties required by paragraph 11(l) of Part B of Appendix I to
the Offer Document, you must put "YES" in Box [8]. If you do not put "YES" in
Box [8], you will be deemed to have given such warranties.
9. US DOLLAR PAYMENT ELECTION
If, but only if, you want payment of the cash consideration in US
dollars (rather than in pounds sterling), you must put "YES" in Box [9].
You may not elect to receive payment of the cash consideration in US
dollars and pounds sterling. If you put "YES" in Box [9], you will
receive the whole of your cash consideration in US dollars. Details of
the basis of payment in US dollars is set out in paragraph 15(f) of
the letter from Goldman Sachs International in the Offer Document.
Please note that any fluctuation in the US dollar/pound sterling
exchange rate will be at your risk.
10. PREVIOUS ACCEPTORS OF THE OFFER
If you have already accepted the Offer, you will be deemed to have
accepted the Increased Offer. You need to take no further action
(assuming your Form(s) of Acceptance is/are valid in all respects)
unless you wish to amend the number of Energy Group Shares in
respect of which you originally elected for the Loan Note Alternative,
in which case the Revised Acceptance Form should be clearly marked
with the words "Amended Acceptance" on the front page and otherwise
completed and delivered as described above.
HELPLINES:
IF YOU REQUIRE FURTHER ASSISTANCE ON COMPLETING THIS FORM, PLEASE
CONTACT NEW ISSUES DEPARTMENT, IRG PLC ON TELEPHONE NUMBER 0181 639
2166. IF, HOWEVER, YOU HAVE ANY GENERAL QUERIES ABOUT THE INCREASED
OFFER, PLEASE CONTACT THE PACIFICORP HELPLINE ON TELEPHONE NUMBER 0845
603 9218.
<PAGE>
Page 3
PLEASE COMPLETE IN ACCORDANCE WITH THE INSTRUCTIONS ON PAGE 2. THE NOTES ON
PAGE 4 MAY ASSIST YOU.
1. To accept the Increased Offer for your Energy Group Shares, complete
Box [1] and sign Box [6] in the presence of a witness.
PLEASE ENSURE THAT YOUR SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S)
OF TITLE ARE ENCLOSED TO COVER THE ABOVE NUMBER OF SHARES.
Box [1]
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Total number of Energy Group Shares for which you wish to accept the
Increased Offer
- ---------------------------------------------------------------------
2. To elect the Loan Note Alternative, complete Box [1] and Box [2] and sign
Box [6].
Box [2]
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Number of Energy Group Shares for which you wish to elect the Loan
Note Alternative
- ---------------------------------------------------------------------
3.
4. Full name(s) and address(es) of registered shareholder(s) (only if the
details in Box [3] are not correct in all respects)
Box [4]
First registered holder
1. Forename(s)________________________________________________________________
Surname_______________________________________________________________________
Address_______________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Postcode______________________________________________________________________
Second registered holder
2. Forename(s)________________________________________________________________
Surname_______________________________________________________________________
Third registered holder
3. Forename(s)________________________________________________________________
Surname_______________________________________________________________________
Fourth registered holder
4. Forename(s)________________________________________________________________
Surname_______________________________________________________________________
In case of query, please state your day-time telephone number (including STD
code)_________________________________________________________________________
5. PARTICIPANT ID AND MEMBER ACCOUNT ID
Box [5]
Complete this Box only if your Energy Group Shares are in CREST.
The Revised Form of Acceptance
Reference Number of this form is 417927
Participant ID________________________________________________________________
Member account ID_____________________________________________________________
6. SIGN HERE TO ACCEPT THE OFFER
Box [6]
Signed and delivered as a deed by:
____________________________________________
1 First registered holder
____________________________________________
2 Second registered holder
____________________________________________
3 Third registered holder
____________________________________________
4 Fourth registered holder
Witnessed by:
____________________________________________
1 Name
____________________________________________
Signature
____________________________________________
2 Name
____________________________________________
Signature
____________________________________________
3 Name
____________________________________________
Signature
____________________________________________
4 Name
____________________________________________
Signature
____________________________________________
Address
____________________________________________
Address
____________________________________________
Address
____________________________________________
Address
IMPORTANT: EACH REGISTERED HOLDER WHO IS AN INDIVIDUAL MUST SIGN IN THE
PRESENCE OF A WITNESS (NOT BEING ONE OF THE REGISTERED JOINT HOLDERS) WHO
MUST BE OVER 18 YEARS OF AGE AND WHO MUST ALSO SIGN AND PRINT HIS NAME AND
ADDRESS WHERE INDICATED.
7. Address (outside Canada, Australia and Japan) to which payment of the
cash consideration, Loan Notes and/or other documents are to be sent
(if different to the address of the first-named holder in Box [3](or, if
applicable, Box [4]).
(Complete in BLOCK CAPITALS) Box [7]
Name_______________________________________________________________________
Address_______________________________________________________________________
_____________________________ Postcode____________________________________
8. Overseas Person: Please put "YES" in Box [8] if you are UNABLE to give
the warranties set out in paragraph 11(l) of Part B of Appendix I to the
Offer Document.
Box [8]
----------
| |
----------
9. US dollar payment election: Please put "YES" in Box [9] if, but only
if, you want to receive the whole of the payment of the cash consideration
in US dollars (rather than pounds sterling).
Box [9]
----------
| |
----------
<PAGE>
Page 4
NOTES REGARDING THE COMPLETION AND LODGING OF THIS FORM
In order to avoid inconvenience to you and delay, the following points
may assist you.
1. IF YOUR NAME AND/OR OTHER DETAILS ARE SHOWN INCORRECTLY IN BOX [3]:
(a) If your name and/or other details as shown in Box [3] are incorrect,
you should write the correct details in Box [4] and lodge this Form with
your share certificate(s).
(b) If you have changed your name, lodge your marriage certificate or
the deed poll with this Form for noting.
(c) If you have changed your address, write the correct address in
Box [4].
2. IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL, OR WISH TO SELL
PART, OF YOUR HOLDING OF ENERGY GROUP SHARES:
If you have sold or otherwise transferred all your holding of Energy Group
Shares, you should at once send the accompanying Increased Offer Document,
notice of withdrawal and reply-paid envelopes (but NOT this Form if it is
personalised) to the purchaser or transferee or to the stockbroker, bank or
other agent through whom you made the sale or transfer for delivery to the
purchaser or transferee. If your Energy Group Shares are in certificated
form, and you wish to sell or otherwise transfer part of your holding of
Energy Group Shares and wish to accept the Increased Offer in respect of the
balance but are unable to obtain the balance certificate by 7 April 1998, you
should ensure that the stockbroker or other agent through whom you make the
sale or transfer obtains the appropriate endorsement or indication, signed on
behalf of Lloyds Bank Registrars, in respect of the balance of your holding
of Energy Group Shares.
3. If a holder is away from home (e.g. abroad or on holiday):
Send this Form by the quickest means (e.g. airmail), but not in or into
Canada, Australia or Japan, to the holder for execution or, if he has
executed a power of attorney, lodge this Form with IRG plc, at one of the
addresses given on page 1 of this Form, after it has been signed by the
attorney. In the latter case, the attorney should sign in the presence of a
witness who should also sign this Form and the original power of attorney (or
a copy thereof duly certified in accordance with the Powers of Attorney Act
1971) must be lodged with this Form for noting. No other signatures are
acceptable. The power of attorney will be returned as directed.
4. If the sole holder has died:
A grant of probate or letters of administration must be taken out in respect
of the relevant Energy Group Shares. If the grant of probate or letters of
administration has/have been registered with Lloyds Bank Registrars, this
Form must be signed by the personal representative(s) of the deceased holder,
each in the presence of a witness who must also sign this Form. This Form
should then be lodged with IRG plc, at one of the addresses given on page 1
of this Form, together with the relevant share certificate(s) and/or other
document(s) of title. If the grant of probate or letters of administration
has/have not been registered with Lloyds Bank Registrars, the personal
representative(s) or the prospective personal representative(s) should sign
this Form, each in the presence of a witness who must also sign this Form and
forward it to IRG plc with the relevant share certificate(s) and/or other
document(s) of title. However, the grant of probate or letters of
administration must be lodged with IRG plc at one of the addresses given on
page 1 of this Form, before the consideration due under the Increased Offer
can be forwarded to the personal representative(s).
5. If one of the joint holders has died:
This completed Form should be signed by all the surviving holders, each in
the presence of a witness, who must also sign this Form. This Form should
then be lodged with IRG plc, at one of the addresses given on page 1 of this
Form, with the relevant share certificate(s) and/or other documents(s) of
title and accompanied by the death certificate or the grant of probate or
letters of administration in respect of the deceased joint holder. These
documents will be noted by IRG plc and returned as directed.
6. If your Energy Group Shares are in certificated form and the
certificate(s) are held by your stockbroker, bank or other agent: If your
share certificate(s) and/or other document(s) of title is/are with your
stockbroker, bank or other agent, you should complete this Form and, if the
certificate(s) and/or other document(s) of title is/are readily available,
arrange for this Form to be lodged by such agent with IRG plc at one of the
addresses given on page 1 of this Form, accompanied by the share
certificate(s) and/or other document(s) of title.
If your share certificate(s) and/or other documents of title is/are not
readily available, complete, sign and lodge this Form with IRG plc at one of
the addresses given on page 1 of this Form, together with a letter stating
that the balance will follow and any available share certificate(s) and/or
other document(s) of title, and then arrange for the outstanding share
certificate(s) and/or other document(s) of title to be forwarded as soon as
possible thereafter. (It will be helpful for your agent to be informed of the
full terms of the Increased Offer.) No acknowledgement of receipt of
documents will be given.
7. If your Energy Group Shares are in certificated form and any
share certificate has been lost:
This completed Form, together with any share certificate(s) and/or other
document(s) of title which may be available, should be lodged with IRG plc,
at one of the addresses given on page 1 of this Form, accompanied by a letter
stating that you have lost one or more of your share certificate(s) and/or
other document(s) of title, no later than 10.00 p.m. (London time), 5.00 p.m.
(New York City time) on 7 April 1998. You should write as soon as possible to
Lloyds Bank Registrars at The Causeway, Goring-by-Sea, Worthing, West Sussex
BN99 6DA, for a letter of indemnity which, when completed in accordance with
the instructions given, should be returned to IRG plc, at one of the
addresses given on page 1 of this Form. No acknowledgement of receipt of
documents will be given.
8. If your Energy Group Shares are in CREST:
You should take the action described in Part B (in particular, paragraphs
10(d)-10(l)) of Appendix I to the Offer Document to transfer your Energy
Group Shares to an escrow balance. You are reminded to keep a record of the
Revised Form of Acceptance Reference Number (which appears next to Box [5] on
page 3 of this Form) so that such Number can be inserted in the TTE
instruction.
If you are a CREST sponsored member, you should refer to your CREST sponsor
before completing this Form, as only your CREST sponsor will be able to send
the necessary TTE instruction to CRESTCo.
9. If you are not resident in the United Kingdom or the United
States:
The attention of Energy Group shareholders not resident in the United Kingdom
or the United States is drawn to paragraph 8 of Part B of Appendix I to the
Offer Document.
Subject to the City Code, PacifiCorp Acquisitions reserves the right to treat
as valid, in whole or in part, any acceptance of the Increased Offer which is
not entirely in order or which is not accompanied by (as applicable) the
relevant transfer to escrow or the relevant share certificate(s) and/or other
document(s) of title, or which is received by it at a place or places other
than set out on this Form. In that event, no payment of cash or issue of Loan
Notes under the Increased Offer will be made until after (as applicable) the
relevant transfer to escrow has settled or the relevant share certificate(s)
and/or other document(s) of title or indemnities satisfactory to PacifiCorp
Acquisitions have been received.
HELPLINES
IF YOU REQUIRE FURTHER ASSISTANCE ON COMPLETING THIS FORM, PLEASE CONTACT NEW
ISSUES DEPARTMENT, IRG PLC ON TELEPHONE NUMBER 0181 639 2166. IF, HOWEVER,
YOU HAVE ANY GENERAL QUERIES ABOUT THE INCREASED OFFER, PLEASE CONTACT THE
PACIFICORP HELPLINE ON TELEPHONE NUMBER 0845 603 9218.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. In considering
what action you should take, you are recommended immediately to seek your own
financial advice from your stockbroker, bank manager, solicitor, accountant or
other independent financial advisor.
If you have sold or otherwise transferred all your American Depositary Shares
("Energy Group ADSs") of The Energy Group PLC ("The Energy Group"), please pass
this document and all accompanying documents as soon as possible to the
purchaser or transferee, or to the bank, stockbroker or other agent through whom
the sale or transfer was effected for transmission to the purchaser or
transferee. HOWEVER, SUCH DOCUMENTS SHOULD NOT BE DISTRIBUTED, FORWARDED OR
TRANSMITTED IN OR INTO AUSTRALIA, CANADA OR JAPAN.
Goldman Sachs International is acting for PacifiCorp Acquisitions and PacifiCorp
in relation to the Increased Offer and no one else, and will not be responsible
to anyone other than PacifiCorp Acquisitions and PacifiCorp for providing the
protections afforded to customers of Goldman Sachs International nor for
providing advice in relation to the Increased Offer. Goldman Sachs International
is acting through Goldman, Sachs & Co. for the purpose of making the Increased
Offer in the United States.
- --------------------------------------------------------------------------------
NOTICE OF GUARANTEED DELIVERY
TO ACCEPT THE INCREASED OFFER FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
THE ENERGY GROUP PLC
PURSUANT TO THE INCREASED OFFER TO PURCHASE DATED MARCH 19, 1998
BY
GOLDMAN SACHS INTERNATIONAL
ON BEHALF OF
PACIFICORP ACQUISITIONS
(A WHOLLY OWNED SUBSIDIARY OF PACIFICORP)
- --------------------------------------------------------------------------------
As set forth in "Procedures for Tendering Energy Group ADSs" in Part B of
Appendix I to the Offer Document (as defined in the Increased Offer to
Purchase), this form or one substantially equivalent hereto must be used for
acceptance of the Increased Offer in respect of Energy Group ADSs, if American
Depositary Receipts evidencing Energy Group ADSs ("Energy Group ADRs") are not
immediately available or the procedures for book-entry transfer cannot be
completed on a timely basis or if time will not permit all required documents to
reach the US Depositary prior to the expiration of the Subsequent Offer Period
(as defined in the Offer Document). Such form may be delivered by hand or mailed
to the US Depositary and must include a signature guarantee by an Eligible
Institution in the form set out herein. See "Procedures for Tendering Energy
Group ADSs--Guaranteed Delivery" in Part B of Appendix I to the Offer Document.
- --------------------------------------------------------------------------------
TO: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, US DEPOSITARY
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT
(FOR ELIGIBLE INSTITUTIONS ONLY) COURIER:
Continental Stock Transfer & (212) 248-8495 Continental Stock Transfer &
Trust Company Trust Company
c/o Shareholder Communications FOR INFORMATION TELEPHONE: c/o Shareholder
Corporation (800) 733-8481, ext. 475 Communications
Corporation
17 State Street, 24th Floor 17 State Street, 24th Floor
New York, NY 10004 New York, NY 10004
Attn: Tenders & Exchanges Attn: Tenders & Exchanges
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
<PAGE>
This form is not to be used to guarantee signatures. If a signature or a
Revised Letter of Transmittal is required to be guaranteed by an Eligible
Institution under the instructions thereto, such signature guarantee must appear
in the applicable space provided in the signature box on the Revised Letter of
Transmittal.
ACCEPTANCE OF THE INCREASED OFFER IN RESPECT OF ENERGY GROUP SHARES (EXCEPT
INSOFAR AS THEY ARE REPRESENTED BY ENERGY GROUP ADSS) MAY NOT BE MADE WITH THIS
FORM AND PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES.
Ladies and Gentlemen:
The undersigned hereby accepts the Increased Offer in respect of Energy
Group ADSs upon the terms and subject to the conditions set forth below pursuant
to the guaranteed delivery procedure set out in "Procedures for Tendering Energy
Group ADSs--Guaranteed Delivery" in Part B of Appendix I to the Offer Document.
THE UNDERSIGNED UNDERSTANDS THAT THE ACCEPTANCE OF THE INCREASED OFFER IN
RESPECT OF ENERGY GROUP ADSS PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES WILL
NOT BE TREATED AS A VALID ACCEPTANCE FOR THE PURPOSE OF SATISFYING THE
ACCEPTANCE CONDITION. SEE "PROCEDURES FOR TENDERING ENERGY GROUP
ADSS--GUARANTEED DELIVERY" IN PART B OF APPENDIX I TO THE OFFER DOCUMENT. TO BE
COUNTED TOWARDS SATISFACTION OF THE ACCEPTANCE CONDITION, THE ENERGY GROUP ADRS
EVIDENCING SUCH ENERGY GROUP ADSS MUST, PRIOR TO THE INITIAL CLOSING DATE, BE
RECEIVED BY THE US DEPOSITARY OR, IF APPLICABLE, TIMELY CONFIRMATION OF A
BOOK-ENTRY TRANSFER OF SUCH ENERGY GROUP ADSS INTO THE US DEPOSITARY'S ACCOUNT
AT A BOOK-ENTRY TRANSFER FACILITY PURSUANT TO THE PROCEDURES SET OUT IN
"PROCEDURES FOR TENDERING ENERGY GROUP ADSS--BOOK-ENTRY TRANSFER" IN PART B OF
APPENDIX I TO THE OFFER DOCUMENT MUST BE RECEIVED BY THE US DEPOSITARY, TOGETHER
WITH A DULY EXECUTED REVISED LETTER OF TRANSMITTAL OR FACSIMILE THEREOF WITH ANY
REQUIRED SIGNATURE GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS.
<TABLE>
<S> <C>
Signature(s): Address(es):
(Include Zip Code)
Name of Record Holder(s): Area Code(s) and Tel. No(s).:
If Energy Group ADSs will be tendered by
book-entry transfer, check one box:
(Please Type or Print) / / The Depository Trust Company
Number of Energy Group ADSs: / / Philadelphia Depository Trust Co.
Energy Group ADR No.(s) (if available): Account Number:
Dated:
</TABLE>
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Program or the Stock Exchanges
Medallion Program, hereby guarantees that the undersigned will deliver to the US
Depositary either the Energy Group ADRs representing the Energy Group ADSs with
respect to which the Increased Offer is being accepted hereby, in proper form
for transfer, or confirmation of the book-entry transfer of such Energy Group
ADSs into the US Depositary's account at The Depository Trust Company or the
Philadelphia Depository Trust Company, in any such case together with a properly
completed and duly executed Revised Letter of Transmittal (or manually signed
facsimile thereof), with any required signature guarantees and any other
required documents, all within three New York Stock Exchange trading days after
the date hereof.
<TABLE>
<S> <C>
- -------------------------------------------- --------------------------------------------
Name of Firm, Agent or Trustee (Authorized Signature)
- -------------------------------------------- Name:
Address (Please type or print)
- -------------------------------------------- Title:
(Zip Code)
Area Code and Tel. No.: Date:
</TABLE>
NOTE: DO NOT SEND ENERGY GROUP ADRS WITH THIS FORM; ENERGY GROUP ADRS SHOULD BE
SENT WITH YOUR REVISED LETTER OF TRANSMITTAL.
THIS DOCUMENT SHOULD NOT BE FORWARDED OR TRANSMITTED IN OR INTO AUSTRALIA,
CANADA OR JAPAN.
INCREASED CASH OFFER FOR
ALL ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
THE ENERGY GROUP PLC
BY
GOLDMAN SACHS INTERNATIONAL
ON BEHALF OF
PACIFICORP ACQUISITIONS
(A WHOLLY OWNED SUBSIDIARY OF PACIFICORP)
THE INITIAL OFFER PERIOD HAS BEEN EXTENDED AND NOW WILL EXPIRE AT 10:00 PM
(LONDON TIME), 5:00 PM (NEW YORK CITY TIME) ON APRIL 7, 1998, UNLESS FURTHER
EXTENDED. AT THE CONCLUSION OF THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION
THEREOF, IF ALL CONDITIONS OF THE INCREASED OFFER HAVE BEEN SATISFIED, FULFILLED
OR, WHERE PERMITTED, WAIVED, THE INCREASED OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF ENERGY GROUP
SECURITIES WILL HAVE WITHDRAWAL RIGHTS DURING THE INITIAL OFFER PERIOD,
INCLUDING ANY EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.
March 19, 1998
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Goldman, Sachs & Co. has been appointed by PacifiCorp Acquisitions to act as
dealer manager in the United States (the "Dealer Manager") in connection with an
increased offer by Goldman Sachs International, on behalf of PacifiCorp
Acquisitions, to purchase, upon the terms and subject to the conditions set
forth in the Increased Offer to Purchase dated March 19, 1998 (the "Increased
Offer to Purchase") and the accompanying Revised Acceptance Forms (collectively,
the "Increased Offer"), all outstanding ordinary shares of 10p each ("Energy
Group Shares") of The Energy Group PLC ("The Energy Group") for L8.20 in cash
per Energy Group Share, including all American Depositary Shares ("Energy Group
ADSs") of The Energy Group, each representing four Energy Group Shares and
evidenced by American Depositary Receipts ("Energy Group ADRs"), for L32.80 in
cash per Energy Group ADS.
<PAGE>
For your information and for forwarding to those of your clients for whom
you hold Energy Group ADSs registered in your name or in the name of your
nominee, we are enclosing the following documents:
1. The Increased Offer to Purchase;
2. A printed form of letter that may be sent to your clients for whose
account you hold Energy Group ADSs registered in your name or in the name
of a nominee, with space provided for obtaining such clients'
instructions with regard to the Increased Offer;
3. The Revised Letter of Transmittal to be used by holders of Energy Group
ADSs to accept the Increased Offer;
4. The Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. The return envelope addressed to the US Depositary.
THE INCREASED OFFER CANNOT BE ACCEPTED IN RESPECT OF ENERGY GROUP SHARES BY
MEANS OF A REVISED LETTER OF TRANSMITTAL. A REVISED FORM OF ACCEPTANCE FOR
ACCEPTING THE INCREASED OFFER IN RESPECT OF ENERGY GROUP SHARES CAN BE OBTAINED
FROM THE US DEPOSITARY OR THE UK RECEIVING AGENT (AS EACH SUCH TERM IS DEFINED
IN THE OFFER DOCUMENT).
In all cases, payment for Energy Group ADSs purchased pursuant to the
Increased Offer will be made only after timely receipt by the US Depositary of
Energy Group ADRs evidencing such Energy Group ADSs or a confirmation of
book-entry transfer, together with the Revised Letter of Transmittal (or a
facsimile copy thereof) properly completed and duly executed, and any other
documents required by the Revised Letter of Transmittal.
PacifiCorp Acquisitions will not pay any fees or commissions to any broker,
dealer, or other person (other than Goldman Sachs International, the Dealer
Manager, the US Depositary and the UK Receiving Agent and the Information Agent
as described in the Offer Document) in connection with the solicitation of
acceptances of the Increased Offer with respect to Energy Group ADSs evidenced
by Energy Group ADRs. You will, however, be reimbursed for customary mailing and
handling expenses incurred by you in forwarding the enclosed materials to your
client.
Additional copies of the enclosed materials may be obtained from the Dealer
Manager or the Information Agent at their respective addresses and telephone
numbers set forth in the Increased Offer to Purchase.
Terms defined in the Increased Offer to Purchase shall have the same
meanings in this letter.
Very truly yours,
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
(212) 902-1000 within New York City
(800) 323-5678 (Toll Free) outside New York City
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF GOLDMAN SACHS INTERNATIONAL, PACIFICORP
ACQUISITIONS, PACIFICORP, THE US DEPOSITARY, THE DEALER MANAGER, OR THE UK
RECEIVING AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE INCREASED
OFFER NOT CONTAINED IN THE INCREASED OFFER TO PURCHASE OR THE REVISED LETTER OF
TRANSMITTAL.
2
THIS DOCUMENT SHOULD NOT BE FORWARDED OR TRANSMITTED IN OR INTO AUSTRALIA,
CANADA OR JAPAN.
INCREASED CASH OFFER FOR
ALL ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
THE ENERGY GROUP PLC
BY
GOLDMAN SACHS INTERNATIONAL
ON BEHALF OF
PACIFICORP ACQUISITIONS
(A WHOLLY OWNED SUBSIDIARY OF PACIFICORP)
THE INITIAL OFFER PERIOD HAS BEEN EXTENDED AND NOW WILL EXPIRE AT 10:00 PM
(LONDON TIME), 5:00 PM (NEW YORK CITY TIME) ON APRIL 7, 1998, UNLESS FURTHER
EXTENDED. AT THE CONCLUSION OF THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION
THEREOF, IF ALL CONDITIONS OF THE INCREASED OFFER HAVE BEEN SATISFIED, FULFILLED
OR, WHERE PERMITTED, WAIVED, THE INCREASED OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF ENERGY GROUP
SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE INCREASED
OFFER DURING THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION THEREOF, BUT NOT
DURING THE SUBSEQUENT OFFER PERIOD.
March 19, 1998
To Our Clients:
Enclosed for your consideration is the Increased Offer to Purchase dated
March 19, 1998 (the "Increased Offer to Purchase"), the Revised Letter of
Transmittal and Notice of Guaranteed Delivery relating to an offer by Goldman
Sachs International, acting in the United States through Goldman, Sachs & Co.,
and on behalf of PacifiCorp Acquisitions, to purchase, upon the terms and
subject to the conditions set forth in the Increased Offer to Purchase and the
accompanying Revised Acceptance Forms (as defined in the Increased Offer to
Purchase) (collectively, the "Increased Offer"), all outstanding ordinary shares
of 10p each ("Energy Group Shares") of The Energy Group PLC ("The Energy Group")
for L8.20 in cash per Energy Group Share, including all Energy Group Shares
represented by American Depositary Shares ("Energy Group ADSs") of The Energy
Group, each representing four Energy Group Shares and evidenced by American
Depositary Receipts ("Energy Group ADRs"), for L32.80 in cash per Energy Group
ADS.
<PAGE>
We are the holder of record of Energy Group ADSs evidenced by Energy Group
ADRs held by us for your account. An acceptance of the Increased Offer in
respect of such Energy Group ADSs can be made only by us as the holder of record
and pursuant to your instructions. Accordingly, we request instructions as to
whether you wish to have us accept the Increased Offer on your behalf in respect
of any or all Energy Group ADSs held by us for your account pursuant to the
terms and subject to the conditions set forth in the Increased Offer.
Your attention is invited to the following:
1. The Increased Offer is being made for all Energy Group Shares and Energy
Group ADSs evidenced by Energy Group ADRs.
2. The Increased Offer is on the terms and subject to the Conditions set
forth or referred to in Appendix I to the Increased Offer to Purchase.
3. The Initial Offer Period of the Increased Offer will expire at 10:00
p.m. (London time), 5:00 p.m. (New York City time) on April 7, 1998,
unless extended (in accordance with the terms thereof).
4. At the conclusion of the Initial Offer Period, including any extension
thereof, if all conditions of the Increased Offer have been satisfied,
fulfilled or, where permitted, waived, the Increased Offer will be
extended for a Subsequent Offer Period of at least 14 calendar days.
5. Energy Group ADS holders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the
Revised Letter of Transmittal, stock transfer taxes applicable to a sale
of Energy Group ADSs evidenced by Energy Group ADRs to PacifiCorp
Acquisitions.
If you wish to have us accept the Increased Offer in respect of any or all
of the Energy Group ADSs evidenced by Energy Group ADRs held by us for your
account, please so instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize us to accept the
Increased Offer in respect of your Energy Group ADSs evidenced by Energy Group
ADRs, the Increased Offer will be accepted in respect of all such Energy Group
ADSs unless otherwise indicated in such instruction form. Please forward your
instruction form to us in ample time to permit us to accept the Increased Offer
on your behalf prior to the expiration of the Increased Offer. The specimen
Revised Letter of Transmittal is furnished to you for your information only and
cannot be used by you to accept the Increased Offer in respect of Energy Group
ADSs evidenced by Energy Group ADRs held by us for your account.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE INCREASED OFFER FOR
ALL ENERGY GROUP SHARES AND ENERGY GROUP ADSS EVIDENCED BY ENERGY GROUP ADRS
The undersigned acknowledge(s) receipt of your letter and the Increased
Offer to Purchase dated March 19, 1998 (the "Increased Offer to Purchase"), and
the related Revised Letter of Transmittal relating to an offer by Goldman Sachs
International, acting in the United States through Goldman, Sachs & Co., and on
behalf of PacifiCorp Acquisitions to purchase, upon the terms and subject to the
conditions set forth in the Increased Offer to Purchase and the accompanying
Revised Letter of Transmittal (collectively, the "Increased Offer") all
outstanding ordinary shares of 10p each ("Energy Group Shares") of The Energy
Group PLC ("The Energy Group") for L8.20 in cash per Energy Group Share,
including all Energy Group Shares represented by American Depositary Shares
("Energy Group ADSs") of The Energy Group, each representing four Energy Group
Shares and evidenced by American Depositary Receipts, for L32.80 in cash per
Energy Group ADS.
This will instruct you to accept the Increased Offer in respect of the
number of Energy Group ADSs indicated below (or, if no number is indicated
below, all Energy Group ADSs) held by you for the account of the undersigned,
upon the terms and subject to the conditions set forth in the Increased Offer.
Dated , 1998
<TABLE>
<S> <C>
Number of Energy Group ADSs to be tendered(1)
Energy Group ADSs
Signature(s)
Please print name(s)
Address(es)
Area Code and Tel. No.
Employer Identification or Social Security No.
</TABLE>
- ------------------------
(1) Unless otherwise indicated, it will be assumed that the Increased Offer is
to be accepted in respect of all Energy Group ADSs held by us for your
account.
3
Exhibit (a)(24)
Texas Utilities Omits Details in $2.8 Billion Equity
Announcement
PORTLAND, Ore., March 16 -- PacifiCorp (NYSE: PPW), noting Texas Utilities'
(NYSE: TXU) announcement today about its planned equity issues of up to $2.8
billion to finance the acquisition of The Energy Group (LSE/NYSE: TEG), said
Texas did not disclose whether the proposed transaction would be accretive or
dilutive to its earnings on a fully dilutive basis.
"Texas Utilities has not made clear on what issuance of equity and equity linked
securities its accretion statements have been based and whether fully diluted or
not," PacifiCorp said in a statement.
PacifiCorp said the size of the equity and equity linked issues announced today
by Texas Utilities is even greater than forecast by PacifiCorp in an analysis
last month.
Texas Utilities, in an announcement released in the United Kingdom, said it
would issue up to $2.8 billion of equity or equity linked securities over the
next 18 months to replace debt financing of its 840 pence per share offer to
acquire The Energy Group.
PacifiCorp said "Texas Utilities has made no firm commitment to issue this
equity and Texas Utilities' advisors have not stated their level of confidence
as to whether they will be able to do so."
The largest previous equity issue by a U.S. utility was $515 million by Duke
Power in 1994. Until the issue of equity and equity linked securities, Texas
Utilities' bid for The Energy Group remains 100 percent debt financed,
PacifiCorp noted.
PacifiCorp has offered 820 pence per share for The Energy Group and has received
all the regulatory clearances it has sought to proceed with the acquisition.
Texas Utilities has yet to receive regulatory clearances in the UK or under the
Hart-Scott-Rodino Act in the U.S.
NOTICE OF WITHDRAWAL
OF
SHARES AND/OR AMERICAN DEPOSITARY RECEIPTS ("ADRS")
OF
THE ENERGY GROUP PLC
TENDERED PURSUANT TO
THE CASH OFFER
BY
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
&
MERRILL LYNCH INTERNATIONAL
ON BEHALF OF
TU ACQUISITIONS PLC
TO: THE BANK OF NEW YORK
FOR INFORMATION CALL:
(888) 460-7637
FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(212) 815-6213
<TABLE>
<CAPTION>
<S> <C>
BY MAIL: BY HAND OR OVERNIGHT COURIER:
TENDER & EXCHANGE DEPARTMENT TENDER & EXCHANGE DEPARTMENT
P.O. BOX 11248 101 BARCLAY STREET
CHURCH STREET STATION RECEIVE AND DELIVER WINDOW
NEW YORK, NEW YORK 10286-1248 NEW YORK, NEW YORK 10286
</TABLE>
Gentlemen: the undersigned hereby withdraws the shares and/or ADRs of The
Energy Group PLC identified below:
- --------------------------------------------------------------------------------
Name(s) of persons who tendered shares and/or ADRs to be withdrawn
____________________________________________________________________________
Name(s) of registered holder(s) (if different): ____________________________
Number of shares and/or ADRs withdrawn: ____________________________________
(the rest to be completed only if certificates for ADRs have been delivered
or otherwise identified to
The Bank of New York or tendered by book-entry transfer)
Certificate Number(s)*: ____________________________________________________
If applicable, check the box for the Book-Entry Transfer Facility where ADRs
were tendered:
/ / The Depository Trust Company ("DTC")
Account numbers(s): ________________________________________________________
Name of the account: _______________________________________________________
- --------------------------------------------------------------------------------
(MUST BE SIGNED ON REVERSE SIDE)
* Call Shareholder Communications Corporation at (800) 733-8481, ext. 475 for
assistance if you do not have your Certificate Number(s).
<PAGE>
ADR HOLDER SIGN HERE
Must be signed by registered holder(s) exactly as name(s) appear(s) on ADR
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents previously transmitted
or transmitted herewith. If signature is by trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth the full title of such
person.
________________________________________________________________________________
________________________________________________________________________________
SIGNATURE(S) OF OWNER(S)
Dated: ________________________
Name(s): _______________________________________________________________________
________________________________________________________________________________
PLEASE PRINT
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Tel. No.: ________________________________________________________
SIGNATURE GUARANTEE*
(REQUIRED IF CERTIFICATES FOR ADRS HAVE BEEN DELIVERED OR OTHERWISE IDENTIFIED
TO
THE BANK OF NEW YORK)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
Name of Firm: __________________________________________________________________
Area Code and Tel. No.: ________________________________________________________
Dated: ________________________
* The ADR holder's signature above must be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity that is a
member in good standing of the Securities Transfer Agent's Medallion Program,
the Stock Exchange Medallion Program or the New York Stock Exchange, Inc.
Medallion Signature Program (each, an "Eligible Institution"), unless the ADR
holder is itself an Eligible Institution.
<PAGE>
WITHDRAWAL OF SHARES AND/OR AMERICAN DEPOSITARY RECEIPTS ("ADRS")
OF
THE ENERGY GROUP PLC
TENDERED PURSUANT TO THE CASH OFFER
BY
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
&
MERRILL LYNCH INTERNATIONAL
ON BEHALF OF
TU ACQUISITIONS PLC
TO HOLDERS OF SHARES AND/OR ADRS, OF THE ENERGY GROUP PLC WHO HAVE TENDERED SUCH
SHARES AND/OR ADRS, PURSUANT TO THE OFFER BY LEHMAN BROTHERS INTERNATIONAL
(EUROPE) AND MERRILL LYNCH INTERNATIONAL ON BEHALF OF TU ACQUISITIONS PLC, DATED
MARCH 10, 1998, OR ANY REVISION THEREOF ("TEXAS OFFER").
The offer by Lehman Brothers International (Europe) and Merrill Lynch
International on behalf of TU Acquisitions PLC, dated March 10, 1998 ("Texas
Offer Document"), provides that The Energy Group shares and/or ADRs that have
been tendered pursuant to the terms of the Texas Offer may be withdrawn if the
applicable procedures set forth in paragraph 3 of Part B of Appendix I to the
Texas Offer Document are followed.
Paragraph 3 of Part B of Appendix I to the Texas Offer provides in relevant
part as follows:
"(d) Subject to (b) above, to be effective, a written notice of withdrawal
must be received before the end of the Initial Offer Period by the party
(either the United Kingdom Receiving Agent or the US Depositary) to whom
the Acceptance From was originally sent and must specify the name of the
person who has tendered the Energy Group Securities, the number of
Energy Group Securities to be withdrawn and (if certificates have been
tendered) the name of the registered holder of the relevant Energy Group
Securities, if different from the name of the person who tendered such
Energy Group Securities.
(e) In respect of Energy Group ADSs, if Energy Group ADRs have been
delivered or otherwise identified to the US Depositary, then, prior to
the physical release of such Energy Group ADRs, the serial numbers shown
on such Energy Group ADRs must be submitted and, unless the Energy Group
ADSs evidenced by such Energy Group ADRs have been tendered by an
Eligible Institution or by means of a Letter of Transmittal, the
signatures on the notice of withdrawal must be guaranteed by an Eligible
Institution. If interests in Energy Group ADSs evidenced by Energy Group
ADRs have been delivered pursuant to the procedures for book-entry
transfer set out in paragraph 10 of this Part B of Appendix I below, any
notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited
with the withdrawn Energy Group ADSs and must otherwise comply with such
Book-Entry Transfer Facility's procedures.
(f) Withdrawals of tendered Energy Group Securities may not be rescinded
(without TU Acquisitions' consent) and any Energy Group Securities
properly withdrawn and not properly re-tendered will thereafter be
deemed not validly tendered for the purposes of the Texas Utilities
Offer. Withdrawn Energy Group Securities may be subsequently
re-tendered, however, by following one of the procedures described in
either paragraph 10 or paragraph 11 of this part B of Appendix I below,
as the case may be, at any time whilst the Texas Utilities offer remains
open.
(g) All questions as to the validity (including time of receipt) of any
notice of withdrawal will be determined by TU Acquisitions, whose
determination (except as required by the Panel) will be final and
binding. None of TU Acquisitions, The Energy Group, Lehman Brothers,
Merrill Lynch, the US Depositary, the United Kingdom Receiving Agent or
any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any
liability for failure to give such notifications."
<PAGE>
In connection with the increased offer (the "Increased Offer") to purchase
any and all Energy Group shares and Energy Group ADRs by PacifiCorp Acquisitions
(the "Offeror"), a wholly-owned subsidiary of PacifiCorp, described in the
Increased Offer to Purchase dated March 19, 1998 (as it may be supplemented from
time to time), the Offeror, for the convenience of holders of Energy Group
shares and Energy Group ADRs, has provided on the attached page a form of
"Notice of Withdrawal" which, if properly completed and delivered to The Bank of
New York, the depositary for the Texas Offer, will enable holders of Energy
Group shares and Energy Group ADRs to properly withdraw Energy Group shares and
Energy Group ADRs tendered pursuant to the Texas Offer. Please complete this
form, a facsimile thereof or any other proper notice of withdrawal and deliver
it in the enclosed envelope marked "TEG/PPW" by mail or by hand or by telegraph
or facsimile transmission to Continental Stock Transfer & Trust Company, agent
for the Offeror, which will forward such document to The Bank of New York on
your behalf.
Energy Group shares and Energy Group ADSs held by The Bank of New York under
the Texas Offer must first be withdrawn before they can be tendered into the
PacifiCorp Offer. Holders of Energy Group shares and Energy Group ADRs who
desire assistance in withdrawing such shares and ADRs tendered pursuant to the
Texas Offer may contact the Information Agent for the PacifiCorp Offer at its
address and telephone numbers set forth below.
Copies of the PacifiCorp Increased Offer to Purchase and the related Revised
Letter of Transmittal are also available from the Information Agent for the
PacifiCorp Offer.
THE INFORMATION AGENT FOR THE PACIFICORP OFFER:
SHAREHOLDER COMMUNICATIONS CORPORATION
17 State Street
27th Floor
New York, New York 10004
Call Toll Free: 1-800-733-8481, ext. 475
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN
OR INTO CANADA, AUSTRALIA OR JAPAN
[LOGO]
18 MARCH 1998
INCREASED CASH OFFER
by
Goldman Sachs International
on behalf of
PacifiCorp Acquisitions
for
The Energy Group PLC
PacifiCorp Highlights Regulatory Risks Of Texas Bid For The Energy Group
In a statement issued today, PacifiCorp Acquisitions has raised several issues
which it believes should concern UK regulatory authorities who are currently
considering the Texas Utilities bid for The Energy Group:
- Texas has indicated it intends to issue up to $2.8 billion of equity
and equity related instruments over the next 18 months. There is no
certainty that Texas will be able to achieve this, both because of the
sheer scale of such an offering and because of the market risks in the
intervening period. In the absence of such equity offerings, there is
a risk that Texas' credit rating may be downgraded. By contrast,
PacifiCorp has sold $2 billion of assets and does not need to issue
further equity.
- Texas has estimated its potential stranded costs as US electricity
markets are deregulated at up to $10.4 billion in relation to its
Comanche peak nuclear facility (which formed 44% of its assets as of
31 December 1996) and other assets. If these costs materialise, this
would have a significant financial impact upon Texas which in turn
could bring considerable pressure on Eastern's financial health. In
contrast, PacifiCorp's stranded costs position has been reviewed by
the MMC and not found to be significant.
- Texas' bid has no apparent industrial logic, and indeed the idea to
acquire The Energy Group and sell Peabody to a third party was brought
to Texas by its bankers Lehman Brothers. Although Eastern Electricity
will help provide a crutch against any US electricity regulatory
risks, it is not apparent that Texas brings anything to benefit
Eastern. By contrast, PacifiCorp will integrate Peabody into its
operations to form a
<PAGE>
global vertically integrated energy company, and will bring particular
skills in coal-fired power generation to Eastern.
- Margaret Beckett's established position on bids for RECs has continued
to be that they should be referred primarily on competition grounds,
but as she stated on clearing the PacifiCorp bid on 19 December 1997
"where as part of a wider public interest scrutiny, important
regulatory issues are raised, I may decide that a reference is
warranted". PacifiCorp notes that its own bid was referred under this
policy and firmly believes that Texas' bid should be subject to the
same scrutiny.
Commenting on these issues today, Richard O'Brien, Chief Financial Officer of
PacifiCorp, said: "It is clear to us that the Texas bid raises issues about
strategic rationale, financial strength and customer benefits which should be
urgently reviewed by the UK regulatory authorities. PacifiCorp has undergone the
most detailed scrutiny of these issues by the MMC and has passed those tests.
Our cash offer is free of such regulatory risks".
Enquiries:
PacifiCorp - 0171 457 2345/001 503 731 2123
Richard O'Brien/Angela Hult
Goldman Sachs International - 0171 774 4652
Meyrick Cox
Gavin Anderson - 0171 457 2345
Howard Lee
<PAGE>
TEXAS UTILITIES BID FOR THE ENERGY GROUP
1. BACKGROUND
Texas Utilities Company ("Texas") has bid for The Energy Group at a small
premium (2.44%) to PacifiCorp. Although this is, by this small margin, a higher
bid, there are still uncertainties facing the Texas bid which PacifiCorp does
not face.
Texas has still to hear from Margaret Beckett that its bid will not be referred
to the Monopolies and Mergers Commission for an in-depth review. Such a
reference will lead to Texas' bid lapsing and a four to five month delay before
Texas would be in a position to decide whether to bid again. PacifiCorp's bid
has, by contrast, already been reviewed and cleared by the MMC and Margaret
Beckett.
In looking at a reference of Texas' bid to the MMC a key question arises. Why
might Margaret Beckett make another reference of a utility bid to the MMC,
PacifiCorp's bid already having been cleared?
2. TEXAS BID RAISES DIFFERENT ISSUES
PacifiCorp's bid was scrutinised by OFFER and OFT and in detail by the MMC. The
focus of the MMC's concerns was on the financial issues and PacifiCorp was
required to produce a financial model based on a number of adverse contingencies
relevant to PacifiCorp and PacifiCorp's bid financing. The MMC was interested in
the impact on gearing, cash flows and credit risk. PacifiCorp passed the MMC's
stress test.
The MMC did not have to consider whether stranded costs impacted adversely on
the model as this is not a significant risk for PacifiCorp. Neither did it have
to concern itself about PacifiCorp's ability to make its $1.4 billion net cash
contribution to the financing as this cash was generated from asset sales during
the MMC reference. Nor did the MMC consider the consequences of The Energy
Group's acquiror having 44% of the assets invested in a large nuclear facility.
These are new issues which raise different regulatory concerns. Texas has a very
large portion of its assets invested in the Comanche Peak nuclear facility.
Texas has an unquantifiable but potentially substantial stranded cost problem.
It also plans subsequent to the acquisition of The Energy Group and subject to
market conditions at the relevant time, to issue up to approximately $2.8
billion of equity or equity equivalents. Approximately $1.5 billion is to be
raised by the issue of common stock over a period of up to 18 months following
the acquisition. The balance will be made up by issues of preference and
convertible securities.
An adverse outcome for Texas on either stranded costs or these equity and equity
equivalent issues could have a significant effect on gearing, cash flow and
credit ratings which could impact adversely on Eastern Electricity from a
regulatory point of view. These matters require detailed scrutiny. OFFER has
conducted a 10 day consultation. There is a limit to how much inquiry it
<PAGE>
can do in this period. The MMC would have 3 months to inquire in depth into this
and other public interest aspects of Texas' ownership of Eastern Electricity.
Texas, with its different risks, should be subject to stress testing by the MMC
in the same way as PacifiCorp.
3. PUBLIC INTEREST ISSUES IN A TEXAS BID
3.1 New Financial Risks for the Regulators.
Texas' bid poses two new financial risks which UK regulators,
including the MMC, have not yet addressed in detail:
3.1.1 Stranded Costs.
These are costs incurred by Texas in investing in power plant and
power sources which will become uneconomic in a deregulated and
competitive US electricity market. Initiatives to bring forward
deregulation of US electricity markets are under discussion.
Tom Baker, President of the Electric Services Division of Texas
Electric, has said in evidence to a sub-committee of the Texas
House of Representatives:(1)
"Potential stranded costs is probably the most critical and
complex issue to be resolved as electric industry restructuring
is considered".
"unless stranded costs are fully recovered, some customers and
investors will be treated unfairly and some companies may be
needlessly forced to bankruptcy".
The risks in stranded costs are potentially very large for Texas.
Different sources provide different estimates:
<TABLE>
<CAPTION>
SIZE OF RISK SOURCES DATE
<S> <C> <C>
Up to $10.4 billion Texas Utilities(2) 1998
$8.42 billion Resource Data International(3) 1997
Up to $7.7 billion Public Utilities Commission of Texas(4) 1997
$5.424 billion Moody's Investor Service(5) 1996
</TABLE>
Each of these estimates is based on different assumptions. PacifiCorp cannot
itself identify Texas' stranded costs. The estimates above suggest they may be
significant. Moody's estimate that stranded costs represent 94.6% of Texas'
equity.(6) At such a level, they would significantly change Texas' gearing and
could have an adverse impact on Texas' credit rating. They would
<PAGE>
also increase the financial pressure on Texas' cash resources and profit earning
potential. All of these could adversely affect Eastern Electricity and its
customers.
3.1.2 ISSUE OF EQUITY TO REPLACE DEBT BRIDGE FINANCING
Texas has stated that it intends to issue up to $2.8 billion (7)
of further equity, over a period of up to 18 months. Erle Nye
reported to analysts that:
"...we do not expect to acquire this property with a balanced
capital structure and we have a full debt commitment to cover the
full transaction at the outset to bridge it. But we would expect
to sell common stock of Texas Utilities or otherwise place it in
the market to stablise and balance the capital structure to our
usual more conservative basis." (8)
Approximately $1.5 billion is to be issued as common stock and
the balance as preference and convertible securities. Pending
issue of this equity Texas is utilising debt finance for the bid.
There is no certainty that Texas will be able to achieve this:
- an issue of $1.5 billion of ordinary shares in this sector is
unprecedented in the US. The largest such issue to date is $515
million by Duke Power in 1994.(9)
- US practice is, unlike the UK, not to underwrite such issues up
front, thus exposing Texas to market risk right up until closing
of the issue.
- there is a risk that over the next 18 months the financial
markets may move against Texas, and ultimately Eastern, and make
such a large issue only possible at a substantial discount, or
conceivably even impossible to launch.
- an issue of this size may in any event put further pressure on
Texas' share price.
Until the issuance of the equity/equity equivalents the bid will be 100% debt
financed, unlike PacifiCorp's. Failure to achieve this may adversely impact on
Texas' credit ratings (which currently stand at BBB/Baa3).(10) This will likely
have a knock on impact on Eastern Electricity's own credit standing which is a
significant regulatory issue.
PacifiCorp cannot say whether any such risk will materialise. PacifiCorp's view
<PAGE>
is that it is, however, too large a risk to be left open without either an in
depth investigation of the acceptability of the risk by the MMC or a requirement
on Texas to issue the equity before its bid goes unconditional. PacifiCorp has
already removed any uncertainty over its cash contribution by completing its
asset disposal programme which has raised almost $2 billion.
3.2 TEXAS' ASSET CONCENTRATION RISK
Comanche Peak nuclear power plants represented 44% of Texas' assets at
31 December 1996.(11) This has implications for Texas' risk profile.
An adverse event, such as the 19 month outage at Texas' MOSES
lignite-fired power plant found by Texas authorities to be caused by
Texas' imprudence (12), would, if such an event happened at Comanche
Peak, be a significant event which could impact adversely on Texas.
The MMC did not investigate a situation where the bidder has such a
large proportion of its assets invested in a single facility.
3.3 NO APPARENT INDUSTRIAL LOGIC
Texas wants to acquire The Energy Group purely for Eastern
Electricity. The acquisition comes not from its own initiative but
from an approach by US bankers, Lehman, who knew that Lehman Merchant
wanted to buy Peabody.(13) Texas consequently plans to sell Peabody to
Lehman Merchant. Although Easter electricity will help provide a
crutch against any US electricity regulatory risks, it is not apparent
that Texas brings anything to benefit Eastern Electricity, Eastern's
customers or Eastern's work force. Conversely, Eastern is of
significant benefit to Texas.
John Bridgeman, Director General of Fair Trading, has stated that:(14)
"There should be an underlying industrial logic in the transaction"
and that he regards this as an "important public interest criterion".
Concerns on this led him to recommend a reference of North West
Water's bid for Norweb.
The lack of industrial logic in Texas' bid should lead to the same
conclusion.
PacifiCorp, by contrast, will integrate Peabody and Eastern into its
operations and together PacifiCorp and The Energy Group will form a
global vertically integrated energy company. Both PacifiCorp and The
Energy Group have a similar vision of their integrated strategies.
PacifiCorp brings particular skills in coal, coal procurement and
coal-fired power generation which will benefit Eastern Electricity's
generation portfolio.
<PAGE>
4. GOVERNMENT POLICY
Prior to the election last year Margaret Beckett's established position on
bids for RECs was that each should be referred case by case to the MMC for
thorough scrutiny. Her stated policy since the election in relation to
mergers generally is that they should be referred primarily on competition
grounds. This does not preclude references of bids for RECs or other
utility bids, as the PacifiCorp reference made clear. Indeed in her
statement clearing the PacifiCorp bid in December 1997 Margaret Beckett
stated that:
"Where as part of a wider public interest scrutiny, important regulatory
issues are raised, I may decide that a reference is warranted. In the event
that there are such further mergers, I shall consider each on its merits in
the light of the DGFT's advice".
There is no reason to believe the overall approach has changed.
FOOTNOTES
(1) Testimony of Tom Baker (President, Electric Service Division, Texas
Utilities Electric Company) before the House Commerce Sub-committee on
Energy & Power, Dallas, Texas on 9 May 1997
(2) Special Report of Texas Utilities Electric Company to the Public Utility
Commission of
(3) Texas updating the Commission Project No. 1500 ECOM Estimates filed 23
February 1998
(4) As reported in Electric Utility Week 10 March 1997
(5) As reported in management's discussion and analysis of financial condition
and results of operations contained in Texas' Form 8-K SEC filing dated 26
February 1998
(6) Report entitled "Moody's Calculates Little Change in Potential Stranded
Investment", December 1996
(7) See footnote 5
(8) Announcement by Texas dated 16 March 1998
(9) Texas Analyst Conference Call, 2 March 1998
(10) Securities Data Corporation
(11) Standard & Poor's / Moody's Investor Service
(12) Texas 10-K for the year ended 31 December 1996 / Goldman Sachs' Research 31
December 1997
(13) Order of Public Utility Commission of Texas dated 26 August 1997
(14) Texas Offer Document date 10 March 1998, Page VIII - 84
(15) Speech to the European Policy Forum by John Bridgeman, 30 January 1996
CONFORMED COPY
To: PacifiCorp Services Limited
PacifiCorp Acquisitions
PacifiCorp Finance (UK) Limited
3 March 1998
Gentleman
1. We refer to (i) the Facility Agreement dated 3 February 1998 and made
between (1) PacifiCorp Services Limited, (2) PacifiCorp Acquisitions, (3)
PacifiCorp Finance (UK) Limited, (4) Citibank, N.A., Goldman Sachs
International and J.P. Morgan Securities Ltd. (as Arrangers), (5) Citibank,
N.A., Goldman Sachs Credit Partners, L.P. and Morgan Guaranty Trust Company
of New York (as Original Banks), (6) Citibank International PLC (as
Facility Agent), (7) Citibank, N.A. (as Security Agent) and (8) Citibank,
N.A. as LC Bank (the "Facility Agreement") and (ii) the Consent and Waiver
letter dated on or about the date hereof in connection with the Powercoal
Facility Agreement.
2. Terms defined in the Facility Agreement shall bear the same meaning when
used herein.
3. This letter records agreement reached between us as to various amendments,
waivers and consents in relation to the Facility Agreement.
4. Notwithstanding (i) that any of the conditions precedent to a Tranche 1A
Utilisation have not been satisfied, including those set out in Clause 4
(Conditions Precedent) of the Facility Agreement, and (ii) Clause 3
(Purpose) of the Facility Agreement, PA may make Tranche 1A Utilisations
prior to the Unconditional Date, provided that:
(a) such Utilisations shall be in an aggregate amount not exceeding
(pound)303,000,000 (the "Additional Amount") and shall be used to
purchase additional shares in the capital of TEG (the "Additional
Shares");
(b) each such Utilisation shall be in a minimum amount (pound)10,000,000
and an integral multiple of (pound)1,000,000;
(c) there shall be no more than 10 Utilisations outstanding at any time
with respect to the Additional Amount;
(d) PA shall not purchase Additional Shares prior to the Unconditional
Date if as a result PA would be required to make an offer for the
shares in the capital of TEG pursuant to Rule 9 of the Code;
(e) the Facility Agent shall have received evidence satisfactory to it in
form and substance that (A) not less than US$1,300,000,000 shall have
been expended by PA or on its
<PAGE>
behalf in purchasing shares in the capital of TEG and such shares
shall be beneficially owned by PA, and (B) the Additional Shares
corresponding to such Utilisation shall have been contracted to be
purchased by PA or on its behalf;
(f) the proceeds of each such Utilisation shall be applied only in or
towards the purchase of the Additional Shares and shall be paid
directly to Goldman Sachs International or such other broker through
whom PA shall purchase the Additional Shares; and
(g) no further Utilisations may be made without satisfaction of all
conditions precedent in accordance with the terms and conditions of
the Facility Agreement.
5. Neither of PA, Services or Finance shall issue, or allow to be issued on
any of their behalf, any press release or other publicity which might
reasonably result in PA being prevented from selling, transferring or
disposing to any third party of any of the shares in the capital of TEG
which it holds or to which it is beneficially entitled.
6. The Commitments set out in the Second Schedule shall be amended so as to
read for all purposes as set out in the appendix to this letter.
7. The definition of "Matching Amount Percentage" shall be amended by the
deletion of "55%" and the insertion in its place of an amount equal to the
quotient, expressed as a percentage, obtained by dividing (i) 779,393,940
by (ii) an amount equal to 2,035,000,000 less an amount equal to the
Additional Amounts drawndown pursuant to paragraph 4 hereof.
8. The amount specified in Clause 4.1(b)(ii) of the Facility Agreement as
having been deposited into the Offer Account shall be amended by the
deletion of "(pound)1,173,000,000" and the insertion in its place of
"(pound)1,456,640,160".
9. The Facility Agreement and the Powercoal Intercreditor Agreement shall be
further amended where necessary (and as agreed between Clifford Chance and
Linklaters & Paines) to give effect to and as a consequence of, the
amendments made in this letter.
10. Consent is hereby given in accordance with Clause 22 of the Facility
Agreement to the amendments to and variation of the Offer by increasing the
price per share to 820 pence.
11. The Finance Documents shall remain in full force and effect as so amended
in this letter.
12. The amendments, waivers and consents herein contained shall have immediate
effect.
13. Please indicate your confirmation and agreement of the foregoing by signing
and returning the counterpart of this letter.
This letter shall be governed and construed in accordance with English law.
Yours faithfully
<PAGE>
NIELS C. KIRK EDWARD C. FORST
.................................. .........................................
for and on behalf of for and on behalf of
CITIBANK, N.A. GOLDMAN SACHS CREDIT PARTNERS, L.P.
(as Arranger, Original Bank, Security (as Original Bank)
Agent and LC Bank)
M. HALL RICHARD O. BANZIGER
.................................. .........................................
for and on behalf of for and on behalf of
MORGAN GUARANTY TRUST CITIBANK INTERNATIONAL PLC
COMPANY OF NEW YORK (as Facility Agent)
(as Original Bank)
S. C. PARRY-WINGFIELD M. HALL
.................................. .........................................
for and on behalf of for and on behalf of
GOLDMAN SACHS INTERNATIONAL J.P. MORGAN SECURITIES LTD.
(as Arranger) (as Arranger)
FORM OF CONFIRMATION
We confirm and agree to the terms and conditions set out above
W. E. PERESSINI W.E. PERESSINI
.................................. .........................................
for and on behalf of for and on behalf of
PACIFICORP SERVICES LIMITED PACIFICORP ACQUISITIONS
W. E. PERESSINI DALE R. GONCHER
.................................. .........................................
for and on behalf of for and on behalf of
PACIFICORP FINANCE (UK) LIMITED CITIBANK, N.A.
as Powercoal Agent
(as defined in the Powercoal
Intercreditor Agreement)
<PAGE>
<TABLE>
<CAPTION>
APPENDIX
Bank's Commitments and Notice Details
Tranche 1A Tranche 1B Tranche 2
Bank, Facility Office and Notice Commitment Commitment Commitment
Details (pound) (pound) (pound)
<S> <C> <C> <C>
CITIBANK, N.A. 678,333,334 105,000,000 125,000,000
P.O. Box 242
336 Strand
London WC2R 1HB
England
Address for notices:
as above
Attention: Loans Administration
Tel: 0171 500 4264
Fax: 0171 500 4482
GOLDMAN SACHS CREDIT 678,333,333 105,000,000 125,000,000
PARTNERS, L.P.
85 Broad Street
New York, New York 10004
Address for notices:
133 Fleet Street
London EC4A 2BB
Attention: Sue
Wolstenholme/Emmanuel Mahe
Tel: 0171 774 2551/
0171 774 2925
Fax: 0171 774 6337
MORGAN GUARANTY TRUST 678,333,333 105,000,000 125,000,000
COMPANY OF NEW YORK
60 Victoria Embankment
London EC4Y OJP
Address for notices:
as above
Attention: Global Credit-Middle
Office
Tel: 0171 325 5245
Fax: 0171 325 8190
------------- ----------- -----------
Total 2,035,000,000 315,000,000 375,000,000
</TABLE>
CONFORMED COPY
AMENDMENT No. 1 and CONSENT dated as of March 3,
1998 (this "Amendment and Consent"), to the Credit
Agreement dated as of February 3, 1998 (the "Credit
Agreement"), among PACIFICORP GROUP HOLDINGS COMPANY, a
Delaware corporation ("PGH" or the "Guarantor"),
PACIFICORP ENERGYCO, an unlimited company incorporated
in England and Wales (the "Borrower"), the financial
institutions party thereto from time to time (the
"Lenders"); CITIBANK, N.A., a national banking
association ("Citibank"), as paying agent (in such
capacity, the "Paying Agent") for the Lenders, and as
issuing bank (in such capacity, the "Issuing Bank"),
and CITICORP USA, INC., a Delaware corporation
("Citicorp USA"), as collateral agent (in such
capacity, the "Collateral Agent") for the Lenders.
A. The Borrower has requested that (a) the Credit Agreement be amended
to replace Schedule 2.01 (Commitments) to the Credit Agreement with Exhibit A
hereto and (b) the Lenders consent to an increase in the price per Share to be
paid by PA pursuant to the Offer.
B. The Lenders are willing so to amend the Credit Agreement and grant
such consent on the terms and subject to the conditions herein contained.
C. Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Substitution of Schedule. Schedule 2.01 to the Credit
Agreement is hereby deleted in its entirety and Exhibit A hereto is hereby
substituted therefor for all purposes under the Loan Documents.
SECTION 2. Consent. The Lenders hereby consent to the increase in the
price per Share to be paid by PA pursuant to the Offer, from the purchase price
of 765 pence net per Share to up to a purchase price of 820 pence net per Share.
<PAGE>
2
SECTION 3. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment and Consent, each of PGH and the Borrower
represents and warrants to each of the Lenders, the Paying Agent, the Issuing
Bank and the Collateral Agent that, after giving effect to this Amendment and
Consent, (a) the representations and warranties set forth in Article III of the
Credit Agreement are true and correct in all material respects on and as of the
date hereof, except to the extent such representations and warranties expressly
relate to an earlier date and (b) no Default or Event of Default has occurred
and is continuing.
SECTION 4. Conditions to Effectiveness. This Amendment and Consent
shall become effective on the date on which the Paying Agent shall have received
counterparts of this Amendment and Consent that, when taken together, bear the
signatures of PGH, the Borrower and the Lenders.
SECTION 5. Effect of Amendment and Consent. Except as expressly set
forth herein, this Amendment and Consent shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders, the Paying Agent, the Issuing Bank, the Collateral
Agent, the Borrower or the Guarantor under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrower or the Guarantor to a consent to,
or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.
SECTION 6. Counterparts. This Amendment and Consent may be executed in
any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
constitute but one and the same instrument. Delivery of any executed counterpart
of a signature page of this Amendment and Consent by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.
<PAGE>
3
SECTION 7. APPLICABLE LAW. THIS AMENDMENT AND CONSENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 8. Headings. The headings of this Amendment and Consent are
for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
<PAGE>
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Consent to be duly executed by their duly authorized officers, all as of the
date and year first above written.
PACIFICORP GROUP HOLDINGS COMPANY,
by /s/ WILLIAM E. PERESSINI
------------------------------------
Name: William E. Peressini
Title: Treasurer
PACIFICORP ENERGYCO,
by /s/ WILLIAM E. PERESSINI
------------------------------------
Name: William E. Peressini
Title: Director and Deputy
Chief Finance Officer
CITIBANK, N.A., individually as a
Lender and as Paying Agent,
by /s/ DALE R. GONCHER
------------------------------------
Name: Dale R. Goncher
Title: Attorney-in-Fact
CITICORP USA, INC., as Collateral
Agent,
by /s/ DALE R. GONCHER
------------------------------------
Name: Dale R. Goncher
Title: Attorney-in-Fact
GOLDMAN SACHS CREDIT PARTNERS L.P.,
individually as a Lender,
by /s/ EDWARD C. FORST
------------------------------------
Name: Edward C. Forst
Title: Authorized Signatory
<PAGE>
5
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually as a Lender,
by /s/ KATHRYN SAYKO-YANES
------------------------------------
Name: Kathryn Sayko-Yanes
Title: Vice President
<PAGE>
EXHIBIT A
Schedule 2.01
<TABLE>
<CAPTION>
Commitments
- ---------------------------------------------------------------------------------------------
| Lender | Contact Person, Telephone | Commitments |
| | and Telecopy Number | |
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
| Citibank, N.A. | Lenny Sarcona | Term: $533,333,334 |
| 399 Park Avenue | Telephone: (302) 894-6003 | Revolving: $133,333,334 |
| New York, NY 10043 | Telecopy: (302) 894-6120 | |
- ---------------------------------------------------------------------------------------------
| Goldman Sachs Credit | Tracey McCaffrey | Term: $533,333,333 |
| Partners L.P. | Telephone: (212) 902-1040 | Revolving: $133,333,333 |
| 85 Broad Street | Telecopy: (212) 357-4597 | |
| New York, NY 10005 | | |
- ---------------------------------------------------------------------------------------------
| Morgan Guaranty Trust | Sandra Doherty | Term: $533,333,333 |
| Company of New York | Telephone: (302) 634-8122 | Revolving: $133,333,333 |
| 60 Wall Street | Telecopy: (302) 634-1092 | |
| New York, NY 10260-0060 | | |
- ---------------------------------------------------------------------------------------------
</TABLE>
CONFORMED COPY
AMENDMENT No. 1 and CONSENT dated as of March 3,
1998 (this "Consent"), to the Credit Agreement dated as
of February 3, 1998 (the "Credit Agreement"), among
PACIFICORP POWERCOAL LLC, an Oregon limited liability
company (the "Borrower"), the financial institutions
party thereto from time to time (the "Lenders"),
CITIBANK, N.A., a national banking association
("Citibank"), as paying agent (in such capacity, the
"Paying Agent") for the Lenders, and as swingline
lender (in such capacity, the "Swingline Lender") and
issuing bank (in such capacity, the "Issuing Bank"),
and CITICORP USA, INC., a Delaware corporation
("Citicorp USA"), as collateral agent (in such
capacity, the "Collateral Agent") for the Lenders.
A. The Borrower has requested that the Lenders (a) amend the
definition of the term "PA Facility Agreement" in Section 1.01 of the Credit
Agreement and (b) consent to an increase in the price per Share to be paid by PA
pursuant to the Offer.
B. The Lenders are willing so to amend the Credit Agreement and grant
such consent on the terms and subject to the conditions herein contained.
C. Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment. Section 1.01 of the Credit Agreement is hereby
amended by inserting in the definition of the term "PA Facility Agreement",
immediately following the date "3 February, 1998," and before the word "among"
on the first line therein, the words ", as amended by a letter agreement dated 3
March, 1998,".
SECTION 2. Consent. The Lenders hereby consent to the increase in the
price per Share to be paid by PA pursuant to the Offer, from the purchase price
of 765 pence net per Share to up to a purchase price of 820 pence net per Share.
SECTION 3. Representations and Warranties. To induce the other parties
hereto to enter into this Consent, the Borrower represents and warrants to each
of the Lenders, the Paying Agent, the Issuing Bank and the Collateral Agent
<PAGE>
2
that, after giving effect to this Consent, (a) the representations and
warranties set forth in Article III of the Credit Agreement are true and correct
in all material respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date and (b) no
Default or Event of Default has occurred and is continuing.
SECTION 4. Conditions to Effectiveness. This Consent shall become
effective on the date on which the Paying Agent shall have received counterparts
of this Consent that, when taken together, bear the signatures of the Borrower
and the Lenders.
SECTION 5. Effect of Consent. Except as expressly set forth herein,
this Consent shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Paying Agent, the Issuing Bank, the Collateral Agent or the Borrower under the
Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle the Borrower to a consent
to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.
SECTION 6. Counterparts. This Consent may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts constitute but one and the same instrument. Delivery of any
executed counterpart of a signature page of this Consent by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
SECTION 7. APPLICABLE LAW. THIS CONSENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Headings. The headings of this Consent are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
<PAGE>
3
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
PACIFICORP POWERCOAL LLC,
by PacifiCorp Group Holdings
Company, its Member,
by /s/ WILLIAM E. PERESSINI
------------------------------------
Name: William E. Peressini
Title: Treasurer
CITIBANK, N.A., individually as a
Lender and as Paying Agent,
Swingline Lender and Issuing Bank,
by /s/ DALE R. GONCHER
------------------------------------
Name: Dale R. Goncher
Title: Attorney-in-Fact
CITICORP USA, INC., as Collateral
Agent,
by /s/ DALE R. GONCHER
------------------------------------
Name: Dale R. Goncher
Title: Attorney-in-Fact
GOLDMAN SACHS CREDIT PARTNERS L.P.,
individually as a Lender,
by /s/ EDWARD C. FORST
------------------------------------
Name: Edward C. Forst
Title: Authorized Signatory
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually as a Lender,
by /s/ KATHRYN SAYKO-YANES
------------------------------------
Name: Kathryn Sayko-Yanes
Title: Vice President
