International Power’S Solicitors, at 10 Upper Bank Street, London, E14 5JJ
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction. The release, publication or distribution of this document and any other related documentation in jurisdictions other than the U.K. may be affected by the laws and regulations of relevant jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the U.K. should inform themselves of and observe any applicable requirements. Further information on distribution restrictions is set out in ‘‘Important Information’’. A copy of this document which comprises a prospectus relating to the Ordinary Shares prepared in accordance with the Prospectus Rules made under section 84 of the Financial Services and Markets Act 2000 has been filed with the Financial Services Authority and made available to the public as required by section 3.2 of the Prospectus Rules. A copy of this document is also available for inspection at the registered office of the Company at 85 Queen Victoria Street, London, EC4V 4DP and at the offices of Clifford Chance LLP, International Power’s solicitors, at 10 Upper Bank Street, London, E14 5JJ. Applications will be made to the UK Listing Authority and to the London Stock Exchange for the Existing Ordinary Shares to be re-admitted and the New Ordinary Shares to be admitted to listing on the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange, respectively. It is expected that, subject to the Conditions to the proposed combination of International Power and GDF SUEZ Energy International (the ‘‘Combination’’) being satisfied or, where appropriate, waived, Admission will become effective and dealings on the London Stock Exchange in the Existing Ordinary Shares and the New Ordinary Shares will commence at 8.00 a.m. (London time) on the day of Closing. International Power, the Directors and the Proposed Directors, whose names appear in the section headed ‘‘Directors, Proposed Directors, Company Secretary, Registered Office and Advisers’’, accept responsibility for the information contained in this document. To the best of the knowledge of International Power, the Directors and the Proposed Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and contains no omission likely to affect its import. Investors should rely only on the information contained in this document and the documents incorporated by reference herein. No person has been authorised to give any information or make any representations other than those contained in this document and any document incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been so authorised. International Power will comply with its obligation to publish a supplementary prospectus containing further updated information required by law or any regulatory authority, but assumes no further obligation to publish additional information. YOU SHOULD READ THE WHOLE OF THIS DOCUMENT AND ANY DOCUMENTS INCORPORATED HEREIN BY REFERENCE. IN PARTICULAR, YOUR ATTENTION IS DRAWN TO THE SECTION HEADED ‘‘RISK FACTORS’’ IN THIS DOCUMENT. International Power plc (incorporated and registered in England and Wales, No. 2366963) Proposed issue of 3,554,347,956 New Ordinary Shares in the Company in connection with the proposed combination with GDF SUEZ Energy International Application for the admission to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities of the Existing Ordinary Shares and the New Ordinary Shares Nomura International plc, which is authorised in the UK under FSMA and regulated by the FSA, is acting as financial adviser and joint sponsor exclusively to International Power and no one else in connection with the production of this Prospectus, the Combination and/or Admission and will not be responsible to any other person (whether or not a recipient of this document) for providing the protections afforded to the clients of Nomura International plc nor for providing advice in connection with the Combination, Admission or any matters or arrangements referred to in this document. J.P. Morgan Cazenove, which is authorised and regulated in the UK by the FSA, is acting as financial adviser, joint sponsor and corporate broker to International Power and no one else in connection with the production of this Prospectus, the Combination and/or Admission and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Combination or any matters or arrangements referred to herein. Morgan Stanley & Co. Limited is acting as financial adviser and joint sponsor and Morgan Stanley & Co. International plc is acting as corporate broker, in each case, to International Power and no one else in connection with the contents of this Prospectus, the Combination and/or Admission and will not be responsible to anyone other than International Power for providing the protections afforded to clients of Morgan Stanley & Co. Limited and Morgan Stanley & Co. International plc, nor for providing advice in relation to the Combination or any matters or arrangements referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, Morgan Stanley & Co. Limited, Morgan Stanley & Co. International plc or Nomura International plc by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, J.P. Morgan Cazenove, Morgan Stanley & Co. Limited, Morgan Stanley & Co. International plc and Nomura International plc have not authorised and do not accept any responsibility whatsoever for the contents of this document or for any statements made or purported to be made by them or on their behalf in connection with the Combination or Admission. J.P. Morgan Cazenove, Morgan Stanley & Co. Limited, Morgan Stanley & Co. International plc and Nomura International plc accordingly disclaim any and all liability, whether arising in tort, contract or otherwise (save as referred to herein) which they might otherwise have in respect of the document or any such statement. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF, OR SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY, ANY NEW ORDINARY SHARES OR EXISTING ORDINARY SHARES TO ANY PERSON IN ANY JURISDICTION AND IS NOT FOR DISTRIBUTION IN OR INTO ANY RESTRICTED JURISDICTION EXCEPT AS DETERMINED BY INTERNATIONAL POWER IN ITS SOLE DISCRETION AND PURSUANT TO APPLICABLE LAWS. The New Ordinary Shares have not been, and will not be, registered under the applicable laws of any Restricted Jurisdiction. Accordingly, the New Ordinary Shares may not be offered, sold, delivered or transferred, directly or indirectly, in or into any Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen of any Restricted Jurisdiction. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (the ‘‘Securities Act’’) or under any of the relevant securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered or sold in or into the United States absent registration under the Securities Act or an exemption from registration thereunder. There will be no public offering of the New Ordinary Shares in the United States. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. THE CONTENTS OF THIS DOCUMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS OR TAX ADVICE. EACH SHAREHOLDER SHOULD CONSULT HIS, HER OR ITS OWN LEGAL ADVISER, FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE. Dated 21 December 2010 CONTENTS Page EXPECTED TIMETABLE OF PRINCIPAL EVENTS ................................................................ 3 INDICATIVE MERGER STATISTICS.......................................................................................... 4 SUMMARY ...................................................................................................................................... 5 RISK FACTORS .............................................................................................................................. 11 IMPORTANT INFORMATION..................................................................................................... 38 DIRECTORS, PROPOSED DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS.............................................................................................................. 43 PART