POWERGEN PLC
U-57, EX-99, 2000-12-11
ELECTRIC SERVICES
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EXHIBIT B:   OTHER SUBSIDIARY COMPANIES OF POWERGEN GROUP
             HOLDINGS

     Powergen Group Holdings ("PGGH") has two direct subsidiaries: (1) Powergen
UK plc ("PGUK"), the intermediate holding company for Powergen's U.K.
investments; and (2) Powergen International Holdings Ltd. ("PGIH"), the
intermediate holding company for Powergen's non-U.S., non-U.K. investments.
PGGH serves only as an intermediate holding company over Powergen's non-U.S.
investments.

     PGGH indirectly owns, through PGUK, 100% of Ergon Insurance Ltd., a captive
insurance company serving the insurance needs of certain companies within the
PGGH group.

     PGGH indirectly owns, through PGUK, 100% of Powergen Energy Trading Ltd.,
which company undertakes trading of electricity, gas and oil in seven energy
trading markets in the United Kingdom and Europe.

     PGGH indirectly owns, through PGUK, a 58.9% interest in Hams Hall
Management Co. Ltd., which company maintains and sells plots of land on a former
power station site, to ensure Powergen gets maximum value from these assets.
There is no intention for the Hams Hall Management Company Ltd to buy, sell or
maintain other property in this way.

     PGGH indirectly owns, through PGUK, 100% of Powergen Energy Solutions Ltd.,
which company provides energy-related services to the consumers of Powergen's
electricity and gas.  Powergen Energy Solutions links energy supply with
tailored energy services products to provide a complete "solution" to each
customer's energy needs.

     PGGH indirectly owns, through PGUK, Powergen (East Midlands) Investments,
Powergen Energy plc, and Powergen Retail Gas Ltd., 100% of EME Industrial
Shipping Ltd., which company is a gas transmission company.  EME Industrial
Shipping Ltd. transmits gas for Powergen Retail Gas Ltd., which company
distributes gas at retail.

     PGGH indirectly owns, through PGUK, Powergen Gas Limited, which company
operates PGUK's natural gas transmission pipelines in the U.K.
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     PGGH indirectly owns, through PGUK, 100% of Gen Net.Com, which company is
an internet services provider.

     PGGH indirectly owns, through PGUK, 50% of Telecentric Solutions Ltd.,
which company provides internet sales and service.

     PGGH indirectly owns, through PGUK, 100% of Powergen Systems and Services
Ltd., which company is an information technology services company.

     PGGH indirectly owns, through PGIH, 49.5% of Saale Energie Services GmbH,
which company renders management, maintenance and consulting services to MIBRAG
GmbH, the owner of the Mibrag mine, a fuel source for coal-fired electric
generating units.

     PGGH indirectly owns, through PGIH, 100% of Powergen Projects Consultancy
Ltd. (with Malaysian Branch), which company is a project manager for major
construction projects in electric power generation.

     PGGH indirectly owns, through PGIH, 100% of Powergen (Malaysia) Sdn Bhd,
which company is the regional headquarters of Powergen for electric generation
projects.  This company provides operational headquarter support service.

     In addition, PGGH indirectly owns, through either PGUK or PGIH, the
following companies, which serve as either intermediate holding companies
holding, or financing entities financing, PGGH's direct and indirect business
interests (all of the following subsidiaries or affiliates are 100% owned,
except where noted): Powergen (East Midlands) Investments (holding and financing
company for Powergen Energy plc); Powergen (East Midlands) Loan Notes (financing
company for Powergen Energy plc); Powergen (East Midlands) (formerly Powergen
(East Midlands) Holdings) (financing company for Powergen Energy plc); East
Midlands Electricity Gen (Non Fossil) Ltd (holding company for Biogas Generation
Ltd); Powergen Investments Ltd (holding and finance company for Powergen
Renewables Holdings Ltd, a holding company and finance company for Powergen
Renewables Ltd); 50% interest in Powergen Renewables Holdings Ltd (holding and
finance company for Powergen Renewables Ltd); Powergen Finance Ltd (finance
company for Ergon Nominees Ltd, finance and holding company for Kinesis Resource
Managment Limited, a dormant company); Ergon Finance Ltd
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(finance company for Ergon Nominees Ltd, finance and holding company for Kinesis
Resource Managment Limited, a dormant company); Powergen Energy Solutions Ltd
(energy management company in U.K. and holding company for DelComm Ltd, a
dormant company); Ergon Nominees Ltd (holding company for Kinesis Resource
Management Ltd, a dormant company, and Electricity Ltd, also a dormant company);
Powergen International Limited (holding and financing company for Powergen
Overseas Holdings Limited, Ergon Overseas Holdings Ltd, Inputrapid Ltd, Ergon
Energy Ltd, Powergen Serang Ltd, and North Queensland Power Ltd, which companies
serve as finance and/or holding companies of Powergen Holdings BV, a holding and
finance company for sixteen direct subsidiaries, including subsidiary holding
companies and finance companies); Powergen Overseas Holdings Limited (holding
and finance company for Ergon Generation (Malaysia) Sdn Rhd, a dormant holding
company); Visioncash (finance company for Powergen Holdings BV, a holding and
finance company for sixteen direct subsidiaries, including subsidiary holding
companies, finance companies, and other companies); Ergon Overseas Holdings Ltd
(holds 84% of, and serves as finance company for, Powergen Holdings BV);
Inputrapid Ltd (holds 16% of, and serves as finance company for, Powergen
Holdings BV); Powergen Holdings BV (holding and finance company for sixteen
direct subsidiaries, including subsidiary holding companies, finance companies,
and other companies); Powergen Nederland BV (holding and finance company for
MIBRAG BV, a holding and finance company for MIBRAG mbH, owner of a lignite mine
in Germany, a source of coal for coal-fired electric generating units); 33%
interest in MIBRAG BV (finance company for MIBRAG mbH); 33% interest in MIBRAG
IB GmbH (finance company for MIBRAG mbH); 33% interest in MIBRAG IV GmbH
(finance company for MIBRAG mbH); 33% interest in MIBRAG IVB GmbH (finance
company for MIBRAG mbH); Powergen Australia Holdings BV (finance company for
Yallourn Energy Pty Limited ("Yallourn")); Powergen Australia BV (finance
company for Yallourn); Powergen Aus PTY Ltd (finance company for Yallourn);
49.5% interest in Auspower PTY Ltd (finance company for Yallourn); 49.5%
interest in Mezzco PTY Ltd (financing partnership for Yallourn); Powergen India
Ltd (holds 46.3% of the Gujarat Powergen Energy Corporation ("Gujarat"), with
Powergen BV Holdings holding 41.7%; also serves as financing company for
Gujarat); 50% interest in Saale Energie GmbH (financing company for Kraftwerk
Schkopau GbR); 40% interest in PT Power Jawa Barat (developer of
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Serang project, a power station in Indonesia); 35% interest in BLCP Power
Limited (developer of Map Ta Phut project, a prospective power station in
Thailand); Ergon Energy Ltd (holding and finance company for PT Jawa Power);
49.95% interest in LLPCo Holdings Ltd (holding and finance company for LLPCo PTY
Ltd); 49.95% interest in LLPCo PTY Ltd (manages Yallourn Investments, A Limited
Partnership (LLP)); Kinesis Resource Limited (currently inactive; to be
reactivated as a holding company for Yallourn Investments, A Limited Partnership
(LLP)); 49.95% interest in Yallourn Investments, A Limited Partnership (LLP)
(financing partnership for Yallourn station); and 49.95% interest in Meerco PTY
Ltd (finance company for Yallourn station); DR Group Holdings (holding and
finance company for Corby Power Ltd); DR Corby Limited (holding and finance
company for Corby Power Ltd); and East Midlands Electricity Generation (Corby)
Ltd (holding and finance company for Corby Power Ltd).

     Finally, PGGH also indirectly owns the following companies which are either
inactive (dormant) or not trading (all of the following subsidiaries or
affiliates are 100% owned, except where noted): Central England Networks Ltd;
Detailfine Ltd; Drakmarn O&M Ltd; Electricity Ltd; East Midlands Electricity
Share Scheme Trustees Ltd; East Midlands Electricity Share Scheme Trustees
(ESOP) Ltd - Jersey; Ergon Pensions Trustee Ltd; Ergon Properties Ltd; First
Energy (UK) Ltd; Fairhalf Ltd; Kinesis Resource Management Limited; Kinetica
Ltd; Lincoln Green Energy Ltd; PowerGas Ltd; Powergen Leasing Ltd; Powergen
Share Trustees Ltd; Power Technology Ltd; 50% interest in Telecentric Solutions
Ltd; The Power Generation Company Ltd; Wavedriver Ltd; Coppice Insurance Co Ltd,
Guernsey (in liquidation); East Midlands Electricity Gen (IPG) Ltd; Derek B
Haigh Ltd; East Midlands Electricity Distribution Ltd; East Midlands Electricity
Generation (Rugby) Ltd; East Midlands Pipelines Ltd; East Midlands Electricity
Supply Ltd; East Midlands Telecommunications Ltd; EMCO Ltd; EME Employment Co
Ltd; EME Employment Co (No. 2) Ltd; Furse Earthing and Lightning Protection
Systems Ltd; Furse Specialist Contracting Ltd; Homepower Retail (EME) Ltd; J
Smith (Southern) Ltd; M MacDonald & Co Ltd; Padfield and Howes Ltd; Ransome
Properties Ltd; SGB (Steeplejacks) Ltd; Statco Two Ltd; Statco Three Ltd; Statco
Four Ltd; Statco Five Ltd; Statco Six Ltd; Statco Seven Ltd; The Peerless
Engineering Co Ltd; The Stanton (Steeplejacks) Co Ltd; 50% interest in Windy
Hills Ltd; DelComm Ltd; Powergen Directors Ltd; Powergen
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Secretaries Ltd; Powergen Brasil Limitada; Csepel Holdings BV; 40% interest in
North Queensland Power Ltd; Powerconsult; Powercoal; Ergon Power Ltd; Ergon
Generation (Malaysia) Sdn Bhd; Powergen Serang Ltd.; and Powergen Australia
Investments Ltd.


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