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
January 14, 2005
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: Further restructuring update
dated 14 January, 2005
NOT FOR DISTRIBUTION INTO AUSTRALIA, CANADA, GERMANY, ITALY, JAPAN AND THE
UNITED STATES
14 January 2005
British Energy plc
Restructuring Update
Admission and placing
Further to British Energy's announcement that the agreed restructuring has
become effective earlier today, the Company expects the New Shares and Warrants
of British Energy Group plc and New Bonds of British Energy Holdings plc to be
admitted to the Official List of the UKLA and trading on the London Stock
Exchange to commence at 8.00am on 17 January 2005.
British Energy shareholders who so elected will receive one New Share and 2.1
Warrants for every 50 British Energy Ordinary or A Shares held at 6pm on 13
January 2005. British Energy shareholders who did not elect to receive their
entitlement of New Shares and Warrants will instead receive the net proceeds of
sale of such New Shares and Warrants. The Appendix contains further information
on the terms and conditions of such sale.
This announcement is not an offer of securities for sale in the United States,
and the New Shares and Warrants may not be offered or sold in the United States
absent registration or an exemption from registration. Any public offering of
securities to be made in the United States will be made by means of a prospectus
that may be obtained from the company and that will contain detailed information
about the company and management, as well as financial statements.
Contact:
Andrew Dowler 020 7831 3113 (Media Enquiries)
John Searles 01506 408 715 (Investor Relations)
APPENDIX
Further information on the placing
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2001, AS AMENDED (THE "ORDER") OR ARE PERSONS WHO
FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM THEY MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS.
The New Shares and Warrants, totalling approximately 3.9 million New Shares and
8.1 million Warrants (the "Placing Securities") will, in accordance with the
Members' Scheme, be sold through the market by HSBC Bank plc ("HSBC") in the
normal way, for settlement through CREST. Otherwise the sale will be conducted
in the way and at a time that HSBC determines as most likely to achieve the best
price reasonably available.
Relevant Persons choosing to participate in the placing ("Placees") will be
deemed to have read and understood this Appendix in its entirety and each such
Placee shall be deemed to represent, warrant and acknowledge that:
1. the Placing Securities are being acquired for investment or such Placee's own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof; and such Placee does not have any contract,
undertaking, agreement or arrangement with any person in the United States to
sell, transfer or grant participations to such person or to any third person,
with respect to any of the Placing Securities;
2. such Placee is outside of the United States;
3. the Placing Securities are only being sold pursuant to offers and sales that
occur outside the United States in compliance with and subject to the
requirements of Regulation S under the U.S. Securities Act of 1933, as amended
(the "Securities Act"); and
4. it and any person acting on its behalf is entitled to acquire the Placing
Securities under the laws of all relevant jurisdictions and that it has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to this participation and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this announcement) and will honour such
obligations.
This announcement and Appendix do not constitute an offer to sell or issue or
the solicitation of an offer to buy or subscribe for Placing Securities in any
jurisdiction where it would be unlawful to do so including, without limitation,
the United Kingdom, the United States, Australia, Canada, Germany, Italy or
Japan. This announcement and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Germany, Italy, Japan or in any jurisdiction in which
such publication or distribution is unlawful.
The Placing Securities referred to in this announcement have not been and will
not be registered under the Securities Act and are being offered and sold
outside the United States in accordance with Regulation S under the Securities
Act. Any public offering of the Placing Securities to be made in the United
States will be made by means of a prospectus that may be obtained from the
company and that will contain detailed information about the company and
management, as well as financial statements.
The distribution of this announcement and the placing and/or issue of the
Placing Securities in certain jurisdictions may be restricted by law. No action
has been taken by British Energy Group plc or HSBC that would permit an offer of
such Placing Securities or possession or distribution of this announcement or
any other offering or publicity material relating to such Placing Securities in
any jurisdiction where action for that purpose is required. Persons to whose
attention this announcement is drawn are required by British Energy Group plc
and HSBC to inform themselves about and to observe any such restrictions.
HSBC Bank plc is advising British Energy plc, British Energy Group plc and
British Energy Holdings plc and no one else in connection with the
Restructuring, admission to the Official List of the UKLA and the placing and
will not be responsible to anyone other than British Energy plc, British Energy
Group plc and British Energy Holdings plc for providing protections afforded to
their clients nor for providing any advice in relation to the Restructuring,
admission to the Official List of the UKLA and the placing.
END
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: January 14, 2005 BRITISH ENERGY PLC
By:____John Searles____
Name: John Searles
Title: Director - Investor Relations