FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
December 5, 2003
BRITISH ENERGY PLC
(Registrant's name)
3 Redwood Crescent
Peel Park
East Kilbride G74 5PR
Scotland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X..
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
Exhibit Index
The following document (bearing the exhibit number listed below) is furnished
herewith and is made a part of this Report pursuant to the General Instructions
for Form 6-K:
Exhibit Description
No. 1 RNS Announcement, re: Update on AmerGen Disposal dated
5 December 2003
5 DECEMBER 2003
BRITISH ENERGY PLC ("British Energy" or the "Company")
POSTING OF AMERGEN CIRCULAR AND POTENTIAL DELISTING
Further to British Energy's announcement on 10 October 2003 in relation to the
proposed disposal of its interest in AmerGen Energy Company, LLC ("AmerGen") to
Exelon Generation Company, LLC ("Exelon") (the "Disposal"), the Company
announces that it has today posted a circular to its shareholders convening an
extraordinary general meeting to seek approval for the Disposal, which will be
held on 22 December 2003 at the Sheraton Grand Hotel, 1 Festival Square,
Edinburgh EH3 9SR commencing at 11.00am.
Disposal
At closing, British Energy expects to receive approximately US$277 million from
Exelon in cash subject, amongst other things, to any post-closing adjustments
relating to working capital levels, unspent nuclear fuel, inventory, capital
expenditures and low-level waste disposal costs at the time of closing.
Potential delisting
In view of the size of the Disposal in relation to the British Energy group of
companies (the "Group"), shareholder approval will be required whilst the
Company maintains a listing for its ordinary shares on the Official List of the
UKLA.
The Company is endeavouring to satisfy the other conditions to the Disposal as
soon as possible. Closing is expected to occur sometime between the end of
December 2003 and 31 March 2004.
The proposed Disposal is a key element of the proposed restructuring of the
Group which was agreed with certain of the Group's creditors and with the
Secretary of State for Trade and Industry ("Secretary of State") on 1 October
2003 (the "Proposed Restructuring"). The Proposed Restructuring involves,
amongst other things, the compromise of certain of the Group's debts and the
assumption by the Nuclear Generation Decommissioning Fund Limited, to be renamed
the Nuclear Liabilities Fund Limited ("NLF") and the Secretary of State of
financial responsibility for funding certain nuclear liabilities and
decommissioning costs.
The importance of the Disposal to the Group in the context of the Proposed
Restructuring is such that if ordinary shareholders do not vote in favour of the
Disposal, then in order to try and secure the financial stability of the
Company, the board of the Company (the "Board") has decided that it will delist
the Company's shares from the Official List of the UKLA and cease trading on the
London Stock Exchange in order to proceed with the Disposal (subject to the
other conditions) without the approval of shareholders (which upon delisting
will cease to be required).
This decision has been taken reluctantly by the Board and reflects the Board's
belief that the Disposal is a critical part of a successful restructuring of the
Group. The Board has taken this step because it believes that in light of the
short term pressures on liquidity which the Company is currently facing, it is
in the interests of the Company to expedite the closing of the Disposal in order
to access the sale proceeds as soon as possible. The Board also believes it is
necessary to minimise the period during which the Group is exposed to the risk
of further unplanned outages or other events which may add to short term
liquidity pressures, pending receipt of the Disposal proceeds.
Accordingly, should shareholders not vote in favour of the Disposal, it is the
Board's intention to cancel the listing of its ordinary shares and A shares
(together, the "British Energy Shares") on the Official List of the UKLA, as a
result of which the British Energy Shares will cease to be traded on the London
Stock Exchange. In this event, it is expected that delisting would take effect
at 8.00am on 7 January 2004 and the last day for dealings in British Energy
Shares would be 6 January 2004.
In accordance with the articles of association of the Company, the Company's A
shares will not carry any rights to attend or vote at the extraordinary general
meeting on 22 December 2003. Holders of A shares (whether or not they also own
ordinary shares) in the capital of the Company have nonetheless been sent a copy
of the circular concerning the Disposal in order to notify them of the Company's
intention to delist the British Energy Shares from the Official List of the UKLA
and to cease trading on the London Stock Exchange if the Disposal is not
approved by the holders of ordinary shares.
Use of proceeds of Disposal and liquidity
As previously announced, the Company has recently agreed, subject to formal
documentation, a temporary increase in the amount of the facility extended to
the Company by the Secretary of State (the "Government Facility") from GBP200
million to GBP275 million. The temporary increase in the Government Facility
will only be available until the earlier of receipt by the Company of the
proceeds of the Disposal and 22 February 2004.
The proceeds of the Disposal, net of transaction costs and break fees, are
expected in the first instance to be used to repay outstanding sums under the
Government Facility and any remainder will be retained for working capital
purposes and for funding the Group's collateral requirements. The receipt of the
Disposal proceeds will therefore significantly increase the Group's financial
flexibility.
The Board is exploring initiatives to reduce the demand for trading collateral
and to achieve sufficient liquid resources to implement the Proposed
Restructuring, including investigating the availability of third party
financing. However, the Proposed Restructuring and therefore, the working
capital available to the Group, remains subject to a large number of significant
uncertainties and important conditions (which were outlined in the Company's
announcement on 1 October 2003).
For further information please contact:
Paul Heward British Energy 01355 262201
Andrew Dowler Financial Dynamics 020 7831 3113
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: December 5, 2003 BRITISH ENERGY PLC
By:____Paul Heward____
Name: Paul Heward
Title: Director - Investor Relations