SECURITIES AND EXCHANGE COMMISSIONS
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15a-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2002
SCOTTISH POWER PLC
(Translation of Registrant's Name Into English)
CORPORATE OFFICE, 1 ATLANTIC QUAY, GLASGOW, G2 8SP
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(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): 82-_____.)
FORM 6-K: TABLE OF CONTENTS
1. Press Release of Scottish Power plc, dated January 18, 2002: update on
Thus' refinancing and proposed demerger of Thus.
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.
/s/ Scottish Power plc
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(Registrant)
Date January 23, 2002 By: /s/ Alan McCulloch
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Alan McCulloch
Assistant Company Secretary
Scottish Power plc ("ScottishPower")
Update on THUS' refinancing
On 19 December 2001 we announced that ScottishPower's listed majority owned
subsidiary, THUS plc ("THUS"), had agreed the terms of a refinancing which the
board of THUS believes would, if successfully completed, leave it in a position
to fully finance its business plan through to the point where it becomes
cashflow positive. These refinancing arrangements include a new underwritten
(Pound)90 million bank facility with The Royal Bank of Scotland, TD Bank Europe
Limited and Societe Generale and ScottishPower agreeing to subscribe for
approximately (Pound)275 million of new ordinary shares in THUS.
THUS has today announced the full terms of its proposed refinancing ("the THUS
Announcement") and is today launching an open offer of approximately 573 million
new ordinary shares in THUS at 48p per share to raise approximately (Pound)275
million before expenses. The open offer has been fully underwritten by
ScottishPower, which has conditionally agreed to subscribe for up to
approximately (Pound)275 million of new ordinary shares before clawback by THUS'
independent shareholders. Qualifying THUS independent shareholders will have
clawback entitlements over approximately 20.6 percent. of the new ordinary
shares. THUS has reserved the right, with the consent of ScottishPower, to seek
additional underwriters for part of the open offer.
The proceeds of the open offer will be used by THUS to repay drawings and
accrued interest under the ScottishPower facility. All of the ScottishPower
facility will be cancelled on completion of the open offer except for a bridging
facility of up to a maximum of (Pound)10 million which will remain available
until shortly after completion of the proposed demerger. Following completion of
the proposed demerger, the bridging facility would be repaid in full and
cancelled. Further details of ScottishPower's underwriting obligations are set
out in the THUS Announcement.
On 19 December 2001 we also announced that, as a further step in focusing on our
international energy and network operations, we believe that following
completion of the THUS refinancing it is likely to be in the interests of
ScottishPower shareholders if ScottishPower were able to dispose of its
shareholding in THUS by way of a demerger to ScottishPower shareholders.
ScottishPower intends to put proposals to its shareholders which will enable it
to effect such a demerger. It is expected that ScottishPower will announce the
demerger terms and timetable on or about 12 February and convene an
extraordinary general meeting on or about 11 March with a view to completing the
demerger before 31 March 2002. It is expected that the demerger would only
proceed if, inter alia, the Court approves the ScottishPower reduction of Share
Premium Account and the THUS Scheme of Arrangement.
Enquiries:
ScottishPower
Colin McSeveny - Media 0141 636 4515
Andrew Jamieson - Investors 0141 636 4527
HSBC Investment Bank plc
Peter Jones 020 7336 9315
John Hannaford 020 7336 2006
Note: ScottishPower is entitled not to proceed with the proposed demerger at any
time, including after the open offer has become unconditional and/or the THUS
Scheme of Arrangement has become effective and notwithstanding approval of the
demerger proposals by ScottishPower's shareholders. This announcement does not
constitute a recommendation regarding the securities of THUS.
HSBC Investment Bank plc has approved the contents of this announcement for the
purpose of section 21 of the Financial Services and Markets Act 2000. HSBC
Investment Bank plc is acting exclusively for ScottishPower and no one else in
connection with the proposals described in this announcement and will not be
responsible to anyone other than ScottishPower for providing the protections
afforded to its clients or for providing advice in relation to such proposals or
the contents of this announcement.
Note to Editors
Shareholders may also telephone the following helplines:
The ScottishPower Shareholder Information Line 0845 203 2020
ADS Holder Help Line in the USA 1 888 444 6789
18 January 2002
Cautionary Statement Regarding Forward Looking Statements
Certain statements contained herein are forward-looking statements that are
subject to risks and uncertainties. These include statements concerning our
expectations and other statements that are not historical facts. In particular,
the statements that THUS would be in a position to fully finance its business
through to the point where it becomes cash flow positive, that the proceeds of
the open offer will be used by THUS to repay drawings and accrued interest under
the ScottishPower facility; that all of the ScottishPower facility will be
cancelled on completion of the open offer except for a bridging facility of up
to a maximum of (Pound)10 million which will remain available until shortly
after completion of the proposed demerger; that following the proposed demerger,
the bridging facility would be repaid in full and cancelled; that the demerger
is likely to be in the interests of ScottishPower's shareholders; that
ScottishPower intends to put proposals to its shareholders which will enable it
to effect the proposed demerger; that ScottishPower expects to announce the
demerger terms and timetable on or about 12 February 2002 and convene an
extraordinary general meeting on or about 11 March 2002 with a view to
completing the demerger before 31 March 2002; that the demerger would only
proceed if, inter alia, the Court approves the ScottishPower reduction of Share
Premium Account and the THUS Scheme of Arrangement are subject to various
uncertainties or changes. ScottishPower undertakes no obligation to revise
these forward-looking statements to reflect events or circumstances after the
date hereof. We desire to qualify these statements for the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.