SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
BRITISH ENERGY PLC
(NAME OF ISSUER)
COMMON STOCK AND AMERICAN DEPOSITORY SHARES
(TITLE OF CLASS OF SECURITIES)
110793403
(CUSIP NUMBER)
CARLA V. FOULKES
BRANDES INVESTMENT PARTNERS, LLC
11988 EL CAMINO REAL, SUITE 500
SAN DIEGO, CA 92130
858-755-0239
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 31, 2004
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING BOX
/ /.
NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE
COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE 13D-7 FOR OTHER PARTIES
TO WHOM COPIES ARE TO BE SENT.
* THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
SCHEDULE 13D
CUSIP NO 110793403
---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brandes Investment Partners, LLC
33-0704072
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (A) / /
MEMBER OF A GROUP (SEE INSTRUCTIONS) (B) / /
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON ----------------------------------------------
WITH (8) SHARED VOTING POWER
262,383 ADS and 17,298,649 ORD
----------------------------------------------
(9) SOLE DISPOSITIVE POWER
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
309,800 ADS and 17,298,649 ORD
---------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,800 ADS and 17,298,649 ORD
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
---------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO 110793403
---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brandes Investment Partners, Inc.
33-0090873
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (A) / /
MEMBER OF A GROUP (SEE INSTRUCTIONS) (B) / /
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
---------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON ----------------------------------------------
WITH (8) SHARED VOTING POWER
262,383 ADS and 17,298,649 ORD
----------------------------------------------
(9) SOLE DISPOSITIVE POWER
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
309,800 ADS and 17,298,649 ORD
---------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,800 ADS and 17,298,649 ORD shares are deemed to be beneficially
owned by Brandes Investment Partners, Inc., as a control person of the
investment adviser. Brandes Investment Partners, Inc. disclaims any
direct ownership of the shares reported in this Schedule 13D, except
for an amount that is substantially less than one percent of the
number of shares reported herein.
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, OO
---------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO 110793403
---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brandes Worldwide Holdings, L.P.
33-0836630
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (A) / /
MEMBER OF A GROUP (SEE INSTRUCTIONS) (B) / /
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON ----------------------------------------------
WITH (8) SHARED VOTING POWER
262,383 ADS and 17,298,649 ORD
----------------------------------------------
(9) SOLE DISPOSITIVE POWER
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
309,800 ADS and 17,298,649 ORD
---------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,800 ADS and 17,298,649 ORD shares are deemed to be beneficially
owned by Brandes Worldwide Holdings, LP as a control person of the
investment adviser. Brandes Worldwide Holdings, LP disclaims any
direct ownership of the shares reported in this Schedule 13D.
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, OO
---------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO 110793403
---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles H. Brandes
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (A) / /
MEMBER OF A GROUP (SEE INSTRUCTIONS) (B) / /
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON ----------------------------------------------
WITH (8) SHARED VOTING POWER
262,383 ADS and 17,298,649 ORD
----------------------------------------------
(9) SOLE DISPOSITIVE POWER
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
309,800 ADS and 17,298,649 ORD
---------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,800 ADS and 17,298,649 ORD shares are deemed to be beneficially
owned by Charles H. Brandes, a control person of the investment
adviser. Mr. Brandes disclaims any direct ownership of the shares
reported in this Schedule 13D, except for an amount that is
substantially less than one percent of the number of shares reported
herein.
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
---------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO 110793403
---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glenn R. Carlson
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (A) / /
MEMBER OF A GROUP (SEE INSTRUCTIONS) (B) / /
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON ----------------------------------------------
WITH (8) SHARED VOTING POWER
262,383 ADS and 17,298,649 ORD
----------------------------------------------
(9) SOLE DISPOSITIVE POWER
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
309,800 ADS and 17,298,649 ORD
---------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,800 ADS and 17,298,649 ORD shares are deemed to be beneficially
owned by Glenn R. Carlson, a control person of the investment adviser.
Mr. Carlson disclaims any direct ownership of the shares reported in
this Schedule 13D, except for an amount that is substantially less
than one percent of the number of shares reported herein.
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
---------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO 110793403
---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey A. Busby
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A (A) / /
MEMBER OF A GROUP (SEE INSTRUCTIONS) (B) / /
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON ----------------------------------------------
WITH (8) SHARED VOTING POWER
262,383 ADS and 17,298,649 ORD
----------------------------------------------
(9) SOLE DISPOSITIVE POWER
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
309,800 ADS and 17,298,649 ORD
---------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,800 ADS and 17,298,649 ORD shares are deemed to be beneficially
owned by Jeffrey A. Busby, a control person of the investment adviser.
Mr. Busby disclaims any direct ownership of the shares reported in
this Schedule 13D, except for an amount that is substantially less
than one percent of the number of shares reported herein.
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
---------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This statement relates to the ordinary shares of 44 28/43p each
("ordinary shares") and American Depository Shares ("ADSs"), each of
which represents 75 ordinary shares of British Energy Plc (the
"Issuer"), a public limited company organized under the laws of
Britain with its principle executive offices at 3 Redwood Crescent,
Peel Park, East Kilbride, G74 5PR, United Kingdom
ITEM 2. IDENTITY AND BACKGROUND.
2(a)
(i) Brandes Investment Partners, LLC
(ii) Brandes Investment Partners, Inc.
(iii) Brandes Worldwide Holdings, L.P.
(iv) Charles H. Brandes
(v) Glenn R. Carlson
(vi) Jeffrey A. Busby
2(b)
(i) 11988 El Camino Real, Suite 500, San Diego, CA 92130
(ii) 11988 El Camino Real, Suite 500, San Diego, CA 92130
(iii) 11988 El Camino Real, Suite 500, San Diego, CA 92130
(iv) 11988 El Camino Real, Suite 500, San Diego, CA 92130
(v) 11988 El Camino Real, Suite 500, San Diego, CA 92130
(vi) 11988 El Camino Real, Suite 500, San Diego, CA 92130
2(c)
(i) Investment Adviser
(ii) Holding Company
(iii) Holding Company
(iv) Chairman of Brandes Investment Partners, LLC
(v) Chief Executive Officer of Brandes Investment Partners, LLC
(vi) Executive Director of Brandes Investment Partners, LLC
2(d-e)
During the last five years the reporting persons identified in
2(a)(i)-(vi) have not been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or been a
party to any civil proceeding and as a result thereof were not or are
not subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
2(f)
(i) Delaware
(ii) California
(iii) Delaware
(iv) USA
(v) USA
(vi) USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Shares of the Issuer were previously acquired for and on behalf of
clients of Brandes Investment Partners, LLC in the normal course of
its business, using assets of the clients.
ITEM 4. PURPOSE OF TRANSACTION.
Shares of the Issuer were previously acquired in the normal course of
business for clients of Brandes Investment Partners, LLC ("Brandes")
as investment adviser and previously reported on Schedule 13G.
Brandes, along with other shareholders, who together constitute more
than 10% of the total outstanding shares of the Issuer, delivered to
the Issuer on September 6, 2004 a demand for an extraordinary meeting
of stockholders to consider an amendment to the articles of
association. The draft request and proposed amendment are attached as
exhibits to this Schedule 13D. Brandes may from time to time in the
normal course of business, purchase or sell additional securities of
the Issuer. Brandes does not have any plans or proposals relating to
any of the items enumerated in this Item except as set forth above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
309,800 ADSs and 17,298,649 ordinary shares are deemed to be
beneficially owned by Brandes Investment Partners LLC and Brandes
Investment Partners, Inc, and Brandes Worldwide Holdings, LP, Charles
Brandes, Glenn Carlson, and Jeffrey Busby (collectively "control
persons"), as control persons of the investment adviser, Brandes
Investment Partners, LLC. The control persons each disclaim any direct
ownership of the shares reported in this Schedule 13D, except for an
amount that is substantially less than one percent of the number of
shares reported herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A
DRAFT REQUISITION BY SHAREHOLDERS TO CONVENE AN
EXTRAORDINARY GENERAL MEETING OF BRITISH ENERGY PLC
Exhibit B
Joint Filing Agreement Pursuant to Rule 13d-1
Exhibit C
Disclaimer of Beneficial Ownership
Exhibit D
Power of Attorney for Charles H. Brandes, Glenn. R. Carlson, and
Jeffrey A. Busby
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.
DATED: September 7, 2004
BRANDES INVESTMENT PARTNERS, LLC
By: /s/ Adelaide Pund
Adelaide Pund as Attorney-In-Fact for
Charles H. Brandes, President of
Brandes Investment Partners, Inc., a Member
BRANDES INVESTMENT PARTNERS, INC.
By: /s/ Adelaide Pund
Adelaide Pund as Attorney-In-Fact for
Charles H. Brandes, President
BRANDES WORLDWIDE HOLDINGS, L.P.
By: /s/ Adelaide Pund
Adelaide Pund as Attorney-In-Fact for
Charles H. Brandes, President of
Brandes Investment Partners, Inc., its General Partner
By: /s/ Adelaide Pund
Adelaide Pund as Attorney-In-Fact for
Charles H. Brandes, Control Person
By: /s/ Adelaide Pund
Adelaide Pund as Attorney-In-Fact for
Glenn R. Carlson, Control Person
By: /s/ Adelaide Pund
Adelaide Pund as Attorney-In-Fact for
Jeffrey A. Busby, Control Person
EXHIBIT A
DRAFT REQUISITION BY SHAREHOLDERS TO CONVENE AN
EXTRAORDINARY GENERAL MEETING OF BRITISH ENERGY PLC
The Directors
British Energy plc
3 Redwood Crescent
Peel Park
East Kilbride
G74 5PR [ o ] August 2004
Dear Sirs
We, the undersigned, being members of British Energy plc, holding in the
aggregate o ordinary shares of 44 28/43rds p each ("ORDINARY SHARES") out
of the issued and paid up capital of o Ordinary Shares, require you,
pursuant to section 368 of the Companies Act 1985, to convene an
extraordinary general meeting of the Company for the purpose of considering
the following resolutions of which resolutions 1, 2 and 3 will be proposed
as special resolutions and resolutions 4 and 5 will be proposed as ordinary
resolutions:
SPECIAL RESOLUTIONS
1. THAT the articles of association of the Company be amended by the inclusion
of the following article to be designated article 88(A) immediately prior
to existing article 89:
"88(A) POWER TO CANCEL LISTING
Where the board wishes to cancel the listing of the Company's
securities from the official list of the UK Listing Authority and/or
its trading on the London Stock Exchange's market for listed
securities and/or any other exchange or market upon which such
securities are listed or traded, the board will not commence any
procedures to, or cancel any such listing or trading without the
previous sanction of a special resolution of the Company."
2. THAT the board be and is hereby directed that no amendment or extension of
time for allowing performance of, or satisfaction of conditions to, the
Creditor Restructuring Agreement made as of 30th September 2003 between,
inter alia, the Company, certain of its subsidiaries, certain of its
creditors, certain of its bankers, British Nuclear Fuels PLC, and certain
of its bondholders be allowed, granted or made without the previous
sanction of an special resolution of the Company.
3. THAT the board be and is hereby directed not to sell the assets or
undertaking of the Company or the assets or undertaking of any subsidiary
of the Company or the shares in any subsidiary of the Company or issue or
allow the issue of any new shares in any subsidiary of the Company to any
person in circumstances where any such action would require the approval of
shareholders under the Listing Rules of the UK Listing Authority (assuming
that the Company was listed on the Official List of the UK Listing
Authority at the relevant time) in any case without the previous sanction
of a special resolution of the Company.
ORDINARY RESOLUTIONS
4. THAT the board be and is hereby advised that shareholders wish them to use
all reasonable efforts to obtain for holders of shares in the capital of
the Company terms that are more advantageous to such holders than the terms
currently available to them pursuant to the Creditor Restructuring
Agreement made as of 30th September 2003 between, inter alia, the Company,
certain of its subsidiaries, certain of its creditors, certain of its
bankers, British Nuclear Fuels PLC and certain of is bondholders.
5. THAT the board be and is hereby advised that shareholders do not wish any
application to the UK Listing Authority and/or the London Stock Exchange to
cancel the listing and/or trading of the securities of the Company to be
made, and wish no steps taken to cancel such listing and/or trading
(including notification to a Regulatory Information Service of such
cancellation or despatch of a circular to shareholders in respect of such
cancellation) pursuant to the rules of the UK Listing Authority or
otherwise without the previous sanction of a special resolution of the
Company.
Name and address of shareholder Shareholding Signature
MORSTAN NOMINEES LIMITED
(Registration number 2068229)
Legal Department
25 Cabot Square
Canary Wharf
London
E14 4QA ............................
(duly authorised for and on
behalf of Morstan Nominees
Limited )
Shares on behalf of which this requisition: 1,000,000
Percentage of share capital: 0.16%
Name and address of registered shareholder Authorised Signature
VIDACO NOMINEES LIMITED UBS LONDON - 2303
25 Molesworth Street,
Lewisham,
London,
SE13 7EX ............................
(duly authorised for and on
behalf of Vidaco Nominees
Limited UBS London - 2303)
Shares on behalf of which this requisition: 35,000,000
Percentage of share capital: 5.6%
Name and address of registered shareholder Authorised Signature
BRANDES NOMINEES 1, 2, 3 (JP MORGAN, NORTHERN TRUST [TO BE COMPLETED]
............................
(duly authorised for and on
behalf of o )
Shares on behalf of which this requisition: 40,000,000
Percentage of share capital: 6.5%
Name and address of registered shareholder Authorised Signature
.......................................... ............................
............................
(duly authorised for and on
behalf of Guarantee Nominees
Limited solely acting as
nominee on behalf of holders
of American depositary
shares representing the
Ordinary Shares referred to
below, and over which
Brandes Investment Partners
LLC, has full legal
discretion)
Shares on behalf of which this requisition:
Percentage of share capital:
Name and address of registered shareholder Authorised Signature
.......................................... ............................
.......................................... (DULY AUTHORISED FOR AND ON
.......................................... behalf of ..................
........................................... .............................
........................................... as NOMINEE FOR CERTAIN CLIENTS
........................................... manAGED BY BRANDES
Investment Partners, LLC)
Shares on behalf of which this requisition:
Percentage of share capital:
Total Shareholding: 75,000,000
Percentage of company share capital: 12.1%
Dated o August 2004
EXHIBIT B
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer." The Joint
Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint
filing may thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
Dated: February 14, 2003
BRANDES INVESTMENT PARTNERS, LLC
By: /s/ Charles H. Brandes
Charles H. Brandes, President of
Brandes Investment Partners, Inc., a Member
BRANDES INVESTMENT PARTNERS, INC.
By: /s/ Charles H. Brandes
Charles H. Brandes, President
BRANDES WORLDWIDE HOLDINGS, L.P.
By: /s/ Charles H. Brandes
Charles H. Brandes, President of
Brandes Investment Partners, Inc., its General Partner
By: /s/ Charles H. Brandes
Charles H. Brandes, Control Person
By: /s/ Glenn R. Carlson
Glenn R. Carlson, Control Person
By: /s/ Jeffrey A. Busby
Jeffrey A. Busby, Control Person
EXHIBIT C
Disclaimer of Beneficial Ownership
Brandes Investment Partners, Inc., Brandes Worldwide Holdings, L.P., Charles H.
Brandes, Glenn R. Carlson and Jeffrey A. Busby, disclaim beneficial interest as
to the shares referenced above, except for an amount equal to substantially less
than one percent of the shares reported on this Schedule 13D. None of these
entities or individuals holds the above-referenced shares for its/his own
account except on a de minimis basis.
EXHIBIT D
POWER OF ATTORNEY FOR
SCHEDULES 13D, 13G AND FORM 13F
I, Charles Brandes, as director and president of Brandes Investment Partners,
Inc., which is a General Partner of Brandes Worldwide Holdings, L.P., and which
is also a member of Brandes Investment Partners, LLC, hereby appoint Ian N. Rose
and Adelaide Pund as attorneys-in-fact and agents, in all capacities, to
execute, on my behalf and on behalf of Brandes Investment Partners, Inc.,
Brandes Investment Partners, LLC, and Brandes Worldwide Holdings, L.P., to file
with the appropriate issuers, exchanges and regulatory authorities, any and all
Schedules 13D, 13G and Form 13F and documents relating thereto required to be
filed under the Securities and Exchange Act of 1934, including exhibits,
attachments and amendments thereto and request for confidential treatment of
information contained therein in connection with my being a "control person" (as
contemplated for purposes of Schedule 13D, 13G and Form 13F) of Brandes
Investment Partners, LLC, its subsidiaries and affiliates. I hereby grant to
said attorneys-in-fact full authority to do every act necessary to be done in
order to effectuate the same as fully, to all intents and purposes, as I could
if personally present, thereby ratifying all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
I hereby execute this Power of Attorney as of this 2nd day of September, 2004.
/s/ Charles H. Brandes
----------------------
Charles H. Brandes
EXHIBIT D
POWER OF ATTORNEY FOR SCHEDULES 13D AND 13G
I, Glenn R. Carlson, hereby appoint Ian N. Rose and Adelaide Pund as
attorneys-in-fact and agents, in all capacities, to execute, on my behalf, and
to file with the appropriate issuers, exchanges and regulatory authorities, any
and all Schedules 13D and 13G and documents relating thereto required to be
filed under the Securities and Exchange Act of 1934, including exhibits,
attachments and amendments thereto and request for confidential treatment of
information contained therein in connection with my being a "control person" (as
contemplated for purposes of Schedule 13D and 13G) of Brandes Investment
Partners, LLC, its subsidiaries and affiliates. I hereby grant to said
attorneys-in-fact full authority to do every act necessary to be done in order
to effectuate the same as fully, to all intents and purposes, as I could if
personally present, thereby ratifying all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
I hereby execute this Power of Attorney as of this 2nd day of September, 2004.
/s/ Glenn R. Carlson
--------------------
Glenn R. Carlson
EXHIBIT D
POWER OF ATTORNEY FOR SCHEDULES 13D AND 13G
I, Jeffrey A. Busby hereby appoint Ian N. Rose and Adelaide Pund as
attorneys-in-fact and agents, in all capacities, to execute, on my behalf, and
to file with the appropriate issuers, exchanges and regulatory authorities, any
and all Schedules 13D and 13G and documents relating thereto required to be
filed under the Securities and Exchange Act of 1934, including exhibits,
attachments and amendments thereto and request for confidential treatment of
information contained therein in connection with my being a "control person" (as
contemplated for purposes of Schedule 13D and 13G) of Brandes Investment
Partners, LLC, its subsidiaries and affiliates. I hereby grant to said
attorneys-in-fact full authority to do every act necessary to be done in order
to effectuate the same as fully, to all intents and purposes, as I could if
personally present, thereby ratifying all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
I hereby execute this Power of Attorney as of this 2nd day of September, 2004.
/s/ Jeffrey A. Busby
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Jeffrey A. Busby