SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 1995
THE SOUTHERN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-3526 58-0690070
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
64 Perimeter Center East, Atlanta, Georgia 30346
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code:
(404) 393-0650
N/A
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On July 13, 1995, Southern Electric International, Inc., a
wholly-owned subsidiary of The Southern Company ("Southern"), announced the
terms of an offer (the "Offer") for the acquisition of the whole of the ordinary
share capital of South Western Electricity plc, a public limited company
organized under the laws of England and Wales ("SWEB"), not already owned by
Southern and its subsidiaries and subsidiary undertakings (the "Southern
Group").
SWEB is one of the twelve regional electricity companies in the
United Kingdom that came into existence in 1990 as a result of the restructuring
and subsequent privatization of the U.K. Central Electricity Generating Board.
Its main business is the distribution of electricity to customers in the
Southwest of England. SWEB is also a supplier of electricity to franchise
customers in its authorized area and to customers in the competitive second-tier
market. Through its 7.7% equity investment in Teeside Power Limited, a combined
cycle gas turbine plant with a capacity of 1,875 megawatts, SWEB is involved in
power generation. In addition, SWEB is involved in certain non-regulated
activities which include gas supply and telecommunications. In the year ended
March 31, 1995, SWEB reported turnover of (Pound Sterling)874.9 million and
consolidated profit before tax of (Pound Sterling)111.5 million after an
exceptional charge of (Pound Sterling)20 million. Basic earnings per share were
72.4p, and net dividends per share amounted to 29.0p.
The Offer will be made on the terms and subject to the conditions
of an Offer Document to be despatched to SWEB shareholders (including the
conditions and certain further terms set forth in Appendix 1 attached hereto).
The Offer will be made on the basis of (Pound Sterling)38 in cash and (Pound
Sterling)52 nominal value of Bonds to be issued by Southern Investments UK
Public Limited Company, a public limited company organized under the laws of
England and Wales and a wholly-owned subsidiary of Southern ("Southern U.K."),
for every ten SWEB Shares validly tendered and so in proportion for any other
number of SWEB Shares. The Bonds will bear interest payable monthly in arrears
for the first six months following the original issue date, and thereafter
quarterly in arrears, and the interest will be calculated as the aggregate of 1%
and the London interbank offered rate for British pound sterling deposits for
the relevant period. The Bonds will be secured (i) by way of a fixed charge over
certain assets of Southern U.K., including SWEB Shares and other shares, rights
attaching or relating thereto and proceeds thereof, uncalled capital and, in
certain events, cash collateral and (ii) by way of a floating charge over the
undertakings and assets of Southern U.K. The Trust Deed constituting the Bonds
will provide for the mandatory redemption of the Bonds at par within five years
after the original issue date.
SWEB shareholders who validly accept the Offer may alternatively
elect to receive additional cash instead of their entitlement to Bonds.
Including the cash payable under the basic terms of the Offer, this is
equivalent to (Pound Sterling)9 in cash for each SWEB Share.
SWEB shareholders may also elect to receive part of their
consideration in interest bearing subordinated exchangeable bonds
("GRID Bonds") of Southern U.K., conferring on holders the right to
receive a fixed rate of interest of 5.5% per annum
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payable annually in arrears. In the event of the listing of shares in National
Grid (as defined in Appendix 2 attached hereto) by The International Stock
Exchange of the United Kingdom and the Republic of Ireland Limited (the "London
Stock Exchange") prior to December 31, 1997, the GRID Bonds will be exchanged
for a pro rata number of shares in National Grid owned by SWEB, subject to
adjustment for certain taxation and other events. If the flotation of the shares
in National Grid on the London Stock Exchange does not occur before December 31,
1997, the GRID Bonds will be redeemed at par.
SWEB owns approximately 6.3% of the issued share capital of The
National Grid Holdings plc ("NGH"), which, through its subsidiary The National
Grid Company plc, operates the electrical transmission system in England and
Wales and the interconnection assets that link such national grid with the
transmission systems in Scotland and France. In the year ended March 31, 1995,
NGH reported a consolidated profit before tax of (Pound Sterling)610.6 million
on turnover of (Pound Sterling)1,428.2 million. Net dividends for the year
amounted to (Pound Sterling)162.0 million .
The Offer will extend to any ordinary shares of 50p each in SWEB
currently in issue, or allotted or issued prior to the date on which the Offer
closes (or such earlier date as Southern U.K. determines) as a result of the
exercise of options granted under the SWEB Share Option Schemes. Southern U.K.
will make proposals to optionholders under the SWEB Share Option Schemes in due
course once the Offer becomes or is declared unconditional in all respects under
the Code.
As of July 13, 1995, the Southern Group owns 12,486,110 SWEB
Shares. On July 10, 1995, it was announced that such shareholding by the
Southern Group constituted approximately 11.2% of SWEB's share capital.
The Offer values the whole of the issued share capital of SWEB at
approximately (Pound Sterling)1,000 million (approximately U.S.$1,592 million1).
The Offer is to be financed by the issue and underwriting of the Bonds, which
are non-recourse to Southern, and by facilities to be made available to Southern
by lending institutions.
Terms used and not otherwise defined herein or in Appendix 1
shall have the meanings set forth in Appendix 2. References herein to "(Pound
Sterling)" and "p" are to British pounds sterling and British pence,
respectively.
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1 For convenience purposes, the U.S. dollar figure was converted from British
pounds sterling at the noon buying rate in New York City for cable transfers
in British pounds sterling as certified for customs purposes by the Federal
Reserve Bank of New York on July 12, 1995 ((Pound Sterling)1.00 = $1.5915).
<PAGE>
3
THE OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO,
OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING,
WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX OR TELEPHONE) OF INTERSTATE OR
FOREIGN COMMERCE OF, OR OF ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF,
THE UNITED STATES AND THE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS,
INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE UNITED STATES, CANADA OR
AUSTRALIA.
THE BONDS, THE GRID BONDS AND THE SHARES INTO WHICH THE GRID
BONDS MAY BE EXCHANGEABLE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ACCORDINGLY, THE
BONDS, THE GRID BONDS AND THE SHARES INTO WHICH THE GRID BONDS MAY BE
EXCHANGEABLE MAY NOT BE OFFERED, SOLD OR EXCHANGED IN THE UNITED STATES OR TO
U.S. PERSONS EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS PARAGRAPH HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SOUTHERN COMPANY
By /s/ Tommy Chisholm
Name: Tommy Chisholm
Title: Secretary
Dated: July 13, 1995
<PAGE>
Appendix 1
to the Current Report
on Form 8-K
Conditions and certain further terms of the Offer and the Alternatives
Part A: Conditions of the Offer
The Offer (which in this Appendix is deemed to include, where relevant,
references to the Alternatives) will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3:00 p.m. on the first closing date (or such later time(s)
and/or date(s) as Southern U.K. may, with the consent of the Panel,
decide) in respect of not less than 90% (or such lower percentage as
Southern U.K. may decide) in nominal value of the SWEB Shares to which
the Offer relates, provided that this condition shall not be satisfied
unless Southern U.K. and its subsidiaries shall have acquired or agreed
to acquire (whether pursuant to the Offer or otherwise) shares in SWEB
carrying more than 50% of the voting rights exercisable at a general
meeting of SWEB. For the purposes of this condition:
(i) shares which have been unconditionally allotted shall be deemed to
carry the voting rights they will carry upon their being entered
in the register of members of SWEB; and
(ii) the expression "SWEB Shares to which the Offer relates" shall mean
(i) SWEB Shares issued or allotted on or before the date the Offer
is made and (ii) SWEB Shares issued or allotted after that date
but before the time at which the Offer becomes unconditional as to
acceptances but excluding any SWEB Shares which, on the date the
Offer is made, are held or (otherwise than under such a contract
as is described in Section 428(5) of the U.K. Companies Act 1985)
contracted to be acquired by Southern U.K. and/or its associates
(within the meaning of Section 430E of the U.K. Companies Act
1985);
(b) an announcement being made by the U.K. Office of Fair Trading indicating
in terms satisfactory to Southern U.K. that it is not the intention of
the U.K. Secretary of State for Trade and Industry to refer the proposed
acquisition of SWEB by Southern U.K., or any matter arising therefrom, to
the Monopolies and Mergers Commission and the European Commission
indicating in terms satisfactory to Southern U.K. that it does not intend
to initiate proceedings under Article 6(1)(c) of Council Regulation (EEC)
4064/89 or make a referral to a competent authority in the United Kingdom
under Article 9(1) of such Regulation in respect of the proposed
acquisition of SWEB by Southern U.K. or any matter arising therefrom;
(c) the passing at a general meeting of SWEB (or at any adjournment
thereof) of a resolution or resolutions in a form satisfactory
to Southern U.K. to amend the SWEB Articles of Association in a
manner which results in any member of the
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Southern Group being entitled to acquire and hold in excess of 15% of the
issued share capital of SWEB and such resolution or resolutions remaining
in full force and effect at the time that the Offer becomes, apart from
this condition, unconditional in all respects;
(d) the Luxembourg Stock Exchange agreeing to list the Bonds to be issued
pursuant to, or in connection with, the Offer (subject only to their
issue);
(e) the U.K. Director General of Electricity Supply indicating in terms
satisfactory to Southern U.K. that it is not his intention
to seek any modification to one or more of the licenses held by SWEB
under the U.K. Electricity Act 1989 and SWEB not agreeing
to any such modification, except, in either case, on terms satisfactory
to Southern U.K.;
(f) the U.K. Director General of Electricity Supply not seeking undertakings
from any member of the Southern Group or any member of
the SWEB Group except on terms satisfactory to Southern U.K.;
(g) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, court, trade agency,
professional association, environmental body or any other person or body
whatsoever in any jurisdiction (each a "Third Party") having decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any
statute, regulation or order or having done anything which would or
might:
(i) make the Offer or its implementation, or the acquisition or the
proposed acquisition by The Southern Company or any of its subsidiaries
or subsidiary undertakings or associated companies (including any joint
venture, partnership, firm or company in which any member of the Southern
Group is interested) or any company in which any such member has a
substantial interest (the "wider Southern Group") of any shares in, or
control of, SWEB, void, illegal or unenforceable, or otherwise restrain,
prohibit, restrict or delay the same or impose additional conditions or
obligations with respect thereto, or otherwise challenge or interfere
therewith;
(ii) require or prevent a divestiture by any member of the wider
Southern Group of any shares in SWEB;
(iii) require or prevent the divestiture or materially alter the terms
envisaged for any proposed divestiture by any member of the wider
Southern Group or by SWEB or any of SWEB's subsidiaries or subsidiary
undertakings or associated companies (including any joint venture,
partnership, firm or company in which any member of the SWEB Group is
interested) or any company in which any such member has a substantial
interest (the "wider SWEB Group") of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of
them) or own their respective assets or properties or any part thereof;
<PAGE>
3
(iv) impose any limitation on the ability of any member of the wider
Southern Group to acquire, directly or indirectly, or to hold or to
exercise effectively any rights of ownership of shares in SWEB or shares
in any member of the wider SWEB Group or to exercise effectively rights
of control over any business carried out by a member of the wider SWEB
Group;
(v) impose any limitation on the ability of any member of the wider SWEB
Group to co-ordinate its business, or any part of it, with the businesses
of any other members; or
(vi) otherwise adversely affect the business, profits or prospects of
any member of the wider SWEB Group;
(h) all necessary filings having been made in connection with the Offer and
all statutory or regulatory obligations in any jurisdiction having been
complied with in connection with the Offer or the acquisition by
any member of the wider Southern Group of any shares in, or control
of, SWEB and all authorizations, orders, recognitions, grants,
consents, clearances, confirmations, licenses,
permissions and approvals deemed necessary or appropriate by
Southern U.K. or any member of the wider Southern Group for
or in respect of the Offer (including, without limitation, its
financing (which expression includes, without limitation, any
borrowing of any monies or the entry into of any underwriting
agreement or the giving of any guarantee or security) and
implementation) or the proposed acquisition of SWEB by any member
of the wider Southern Group or in relation to the affairs of any
member of the wider SWEB Group having been obtained in terms and in a
form satisfactory to Southern U.K. from all appropriate Third
Parties and all such authorizations, orders, recognitions, grants,
consents, clearances, confirmations, licenses, permissions
and approvals remaining in full force and effect and there
being no intimation of an intention to revoke the same at the
time at which the Offer becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction
having been complied with;
(i) all applicable waiting periods and any other time periods during which
any Third Party could institute, implement or threaten any action,
proceedings, suit, investigation, enquiry or reference under the laws of
any jurisdiction, having expired, lapsed or been terminated;
(j) there being no provision of any arrangement, agreement, license or other
instrument to which any member of the wider SWEB Group is a party or by
or to which any such member or any of its respective assets may be bound
or be subject, and which, in consequence of the proposed acquisition by
any member of the wider Southern Group of some or all of the share
capital of SWEB or because of a change in the control or management of
SWEB or otherwise, could or might result in:
(i) any moneys borrowed by or any indebtedness (actual or contingent) of
any member of the wider SWEB Group becoming or becoming capable of being
declared repayable immediately or prior to their stated maturity or the
ability of
<PAGE>
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any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest whenever existing or having arisen over the whole or
any part of the business, property or assets of any member of the wider
SWEB Group;
(iii) any such arrangement, agreement, license or instrument being
terminated or adversely modified or any action being taken or any onerous
obligation arising thereunder;
(iv) any assets or interests of any member of the wider SWEB Group being
or falling to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of or
charged;
(v) any member of the wider SWEB Group ceasing to be able to carry on
business under any name under which it presently does
so;
(vi) the rights, liabilities, obligations or interests of any member of
the wider SWEB Group under any such arrangement, agreement, license or
instrument or in or with any firm or body or the business of any member
of the wider SWEB Group with any person (or any arrangement or
arrangements relating to any such interest or business) being terminated,
modified or affected; or
(vii) the financial or trading position or prospects of any member of
the wider SWEB Group being prejudiced or adversely
affected;
(k) no member of the wider SWEB Group having, since March 31, 1995 (except
as disclosed in the SWEB Report and Accounts for the
year ended March 31, 1995):
(i) issued or agreed to issue or authorized or proposed the issue of
additional shares of any class, or securities convertible into, or
rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities (save for issues to SWEB or wholly-owned
subsidiaries of SWEB and save for options granted under the SWEB Share
Option Schemes before July 13, 1995 or the issue of any SWEB Shares
allotted upon exercise of options granted before July 13, 1995 under the
SWEB Share Option Schemes);
(ii) declared, paid or made or proposed to declare, pay or make any
bonus, dividend or other distribution other than to another member of the
SWEB Group and save for the final dividend of 20.3p (net) per SWEB Share
for the year ended March 31, 1995, which the SWEB directors have proposed
should be paid on October 2, 1995 to SWEB shareholders on the register at
the close of business on July 25, 1995;
(iii) save for intra SWEB Group transactions, authorized or proposed or
announced its intention to propose any change in its loan capital;
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(iv) save for intra SWEB Group transactions, authorized, proposed or
announced its intention to propose any merger, demerger, reconstruction,
amalgamation or acquisition or disposal of assets or shares in any
undertaking, other than in the ordinary course of business;
(v) issued any debentures or (save in the ordinary course of business and
save for intra SWEB Group transactions) incurred any indebtedness or
contingent liability;
(vi) announced any proposal to purchase any of its own shares or
purchased any such shares;
(vii) disposed of, transferred, mortgaged or encumbered any assets or any
right, title or interest in any asset or entered into any contract,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, onerous or unusual nature or
magnitude, or which could involve an obligation of such a nature or
magnitude;
(viii) entered into any contract, transaction or arrangement otherwise
than in the ordinary course of business;
(ix) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the wider SWEB Group;
(x) waived or compromised any claim; or
(xi) entered into an agreement or arrangement or passed any resolution or
made any proposal with respect to any of the transactions, matters or
events referred to in this paragraph (k);
and, for the purpose of paragraphs (ii), (iii), (iv) and (v) of this condition,
the term "SWEB Group" shall mean SWEB and its wholly-owned subsidiaries;
(l) since March 31, 1995, there having been no adverse change in the
business, financial or trading position or profits or prospects of any
member of the wider SWEB Group;
(m) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider SWEB Group is or may become
a party (whether as plaintiff or defendant or otherwise) and no
investigation by any Third Party against or in respect of any member of
the wider SWEB Group having been threatened, announced or instituted or
remaining outstanding by, against or in respect of any member of the
wider SWEB Group and no contingent liability having, since March 31,
1995, arisen or become apparent to Southern U.K. which might in either
case adversely affect any member of the wider SWEB Group;
(n) Southern U.K. not having discovered (i) that the financial or business
information disclosed at any time by SWEB either contains a
misrepresentation of fact or
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omits to state a fact necessary to make the information contained therein
not misleading, (ii) any information which affects the import of any
information disclosed at any time by the wider SWEB Group or (iii) that
any partnership, company or other entity in which any member of the wider
SWEB Group has a significant economic interest and which is not a
subsidiary undertaking (as defined in the U.K. Companies Act 1985) of
SWEB is subject to any liability, contingent or otherwise, which is not
disclosed in the Annual Report and Accounts of SWEB for the financial
year ended March 31, 1995; and
(o) in relation to any release, emission, disposal or other fact or
circumstance which causes or might cause pollution of the environment or
harm to human health, no past or present member of the wider SWEB Group
having, in any manner, (i) committed any violation of any laws, statutes,
ordinances, regulations or other requirements of any Third Party and/or
(ii) incurred any liability (whether actual or contingent) to any of the
foregoing.
Southern U.K. will reserve the right to waive, in whole or in part, all or any
of the above conditions apart from conditions (a) and (d).
The Offer will lapse unless all of the conditions have been fulfilled or (if
capable of waiver) waived by midnight on whichever is the later of (i) the first
closing date and (ii) 21 days after the date on which condition (a) is fulfilled
(or such later date as Southern U.K. may with the consent of the Panel decide).
Southern U.K. shall not be obliged to treat any conditions relating to the
absence of any particular action or matter as satisfied until the latest date
for the fulfillment of all conditions referred to in the previous sentence.
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Part B: Certain further terms of the Offer and the Alternatives
SWEB Shares will be acquired under the Offer free from all liens, equities,
charges, encumbrances and other interests and together with all rights attaching
thereto, including the right to receive and retain all dividends, interest and
other distributions (if any) declared, made or paid hereafter other than the net
final dividend of 20.3p per SWEB Share for the year ended March 31, 1995 which
the SWEB directors have proposed should be paid on October 2, 1995 to SWEB
shareholders on the register at the close of business on July 25, 1995.
Fractions of Bonds and GRID Bonds will not be allotted or issued to persons
accepting the Offer.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex or telephone) or interstate or foreign commerce
of, or of any facility of a national securities exchange of, the United States
and the Offer cannot be accepted by any such use, means, instrumentality or
facility or from within the United States, Canada or Australia.
The Bonds and the GRID Bonds to be issued pursuant to the Offer, have not been
and will not be registered under the United States Securities Act of 1933 (as
amended) or under any of the relevant securities laws of Canada or Australia.
Accordingly, the Bonds and the GRID Bonds may not be offered, sold or delivered,
directly or indirectly, in the United States, Canada or Australia. In addition,
neither the Bonds nor the GRID Bonds may be offered, sold, or delivered to any
United States person (as defined in the U.S. Internal Revenue Code of 1986, as
amended).
<PAGE>
Appendix 2
to the Current Report
on Form 8-K
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Alternatives" the Full Cash Alternative, the GRID Bonds Alternative
and the GRID Bonds and Cash Alternative
"Bonds" the interest bearing secured bonds to be issued by
Southern U.K. pursuant to the Offer
"Cash Alternatives" the Full Cash Alternative and the GRID Bonds and
Cash Alternative
"Code" The City Code on Takeovers and Mergers in the United
Kingdom
"Full Cash Alternative" the alternative whereby
persons who validly accept the Offer may
elect to receive additional cash instead
of Bonds to which they would otherwise be
entitled under the Offer
"GRID Bonds" the proposed interest bearing subordinated exchangeable
bonds of Southern U.K. to be issued in
registered form to those SWEB shareholders who elect
for the GRID Bonds Alternative or the GRID
Bonds and Cash Alternative
"GRID Bonds Alternative" the alternative
whereby persons who validly accept the
Offer may elect to receive GRID Bonds
instead of some of the Bonds and part of
the cash to which they would otherwise be
entitled under the Offer
"GRID Bonds and Cash
Alternative" the alternative whereby persons who
validly accept the Offer may elect to
receive GRID Bonds instead of part of the
cash to which they would otherwise be
entitled under the Offer, and additional
cash instead of the balance of the
consideration otherwise due to them
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"National Grid" NGH or, as the case may be, any company any issued
ordinary shares of which are owned by any
member or members of the SWEB Group as a result of a
reorganization of NGH or any of its
subsidiary undertakings, provided that such company
and/or any one or more of its subsidiaries
or subsidiary undertakings holds a license to transmit
electricity in England (other than the
Scilly Isles) and Wales and owns substantially all of
the electrical transmission systems in
England and Wales known as the national grid, which on
July 11, 1995 was owned by NGH and/or
its subsidiary undertakings.
"NGH" or "National Grid The National Grid Holding plc
Holding
"Offer" the offer to be made by the Southern
Group's financial adviser on behalf of
Southern U.K. to acquire SWEB Shares not
already owned by the Southern Group at
the time of the Offer is made and, where
the context admits, any subsequent
revision, variation, extension or renewal
thereof
"Offer Document" the document to be despatched to SWEB shareholders
containing the full terms and conditions of
the Offer
"Panel" The Panel on Takeovers and Mergers
"SEDOL" The London Stock Exchange Daily Official List
"Southern" or "The The Southern Company
Southern Company"
"Southern Group" or Southern and its subsidiaries and subsidiary
"Group" undertakings
"Southern U.K." Southern Investments UK Public Limited Company, the
subsidiary of The Southern Company that
will make the Offer
"SWEB" South Western Electricity plc
"SWEB Group" SWEB and its subsidiaries and subsidiary undertakings
"SWEB Share Option the SWEB executive scheme and the SWEB share-
Schemes" save scheme
"SWEB shareholders" the holders of SWEB Shares
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"SWEB Shares" the existing issued and fully
paid ordinary shares of 50p each in SWEB
and any further such shares which are
unconditionally allotted or issued before
the date on which the Offer closes (or
such earlier date, not being earlier than
the date on which the Offer becomes
unconditional as to acceptances or, if
later, the first closing date, as
Southern U.K. may decide)
"United States" or the United States of America, its territories and
"U.S." possessions, any state of the United States
of America and the District of Columbia
