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ENRON INVESTMENTS PLC RECOMMENDED CASH OFFER
FOR MG PLC, OFFER DECLARED WHOLLY UNCONDITIONAL
FOR IMMEDIATE RELEASE: Monday, July 17, 2000
HOUSTON -- Enron Investments PLC (“Enron Investments”), a wholly-owned subsidiary of Enron Corp., announced today that its recommended cash offer (the “Offer”) for MG plc (“MG”) has now been declared wholly unconditional and will remain open for acceptance until further notice. MG shareholders who wish to accept the Offer and have not yet done so should return their completed Forms of Acceptance as soon as possible.
Enron Investments intend to apply for the cancellation of the listing of the MG shares on the Official List of the UK Listing Authority and the cancellation of trading in the MG shares on the London Stock Exchange. Enron Investments also intends to acquire compulsorily any outstanding MG shares to which the Offer relates by applying the provisions of sections 428 to 430F of the Companies Act 1985.
As of July 17, 2000, valid acceptances had been received in respect of a total of 88,902,465 MG shares, representing approximately 88.90 percent of the issued share capital of MG. Of these, elections for the Loan Note Alternative had been received in respect of 734,510 MG shares, representing approximately 0.73 percent of the issued share capital of MG.
Since the announcement of the Offer, Enron Investments has acquired 6,000,000 MG shares, representing 6 percent of the issued share capital of MG. Accordingly Enron Investments either owns or has received acceptances in respect of a total of 94.90 percent of the issued share capital of MG.
As of May 22, 2000, the date of announcement of the Offer, Enron Investments had received irrevocable undertakings to accept the Offer in respect of 44,871,590 MG shares, representing approximately 44.9 percent of the issued share capital of MG. Enron Investments has now received valid acceptances in respect of all of the MG shares subject to these irrevocable undertakings, and these are included in the acceptance levels reported above.
Neither Enron Investments nor any person acting in concert with Enron Investments owned or controlled any MG shares (or rights over such shares) immediately before the commencement of the offer period, or, save as described above, during the offer period has acquired or agreed to acquire MG shares (or rights over MG shares).
The expressions used in this announcement shall, unless the context otherwise requires, bear the same meaning as in the offer document dated May 25, 2000.
Not for release, publication or distribution in or into Canada, Australia or Japan.
Credit Suisse First Boston (Europe) Limited (“Credit Suisse First Boston”), which is regulated by The Securities and Futures Authority Limited, is acting exclusively for Enron and its subsidiaries and for no one else in connection with the Offer and will not be responsible to anyone other than Enron and its subsidiaries for providing the protections afforded to customers of Credit Suisse First Boston nor for providing advice in relation to the Offer.
The Offer is not being made, directly or indirectly, in or into Canada, Australia or Japan and the Offer will not be capable of acceptance from within Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into Canada, Australia or Japan.
The Loan Notes have not been, and will not be, registered under the Securities Act, nor under the securities laws of any state of the United States nor under applicable securities laws of Canada, Australia or Japan. The Loan Notes may not be offered, sold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or for the benefit of any US person, except pursuant to exemptions from applicable requirements of such jurisdictions.
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For additional information please contact:
Jackie Gentle
Enron
44 020 7783 4141
Mark Palmer
Enron
(713) 853-5670
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