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 March 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
--- ---
(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 March 19, 2002, announcement
regarding effectiveness of demerger of THUS Group plc.
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
-----------------------------
(Registrant)
Date March 19, 2002 By: /s/ Alan McCulloch
-------------------- -----------------------------
Alan McCulloch
Assistant Company Secretary
[LOGO] ScottishPower
FOR IMMEDIATE RELEASE
---------------------
Contacts: Andrew Jamieson
ScottishPower, (Glasgow, Scotland)
+44 (0)141 636 4527
- or -
Bob Hess
ScottishPower (Portland, Oregon)
+1 503 813 7234
- or -
Brian Rafferty
212 Taylor Rafferty
+1 212 889 4350
DEMERGER OF THUS GROUP PLC ("THUS") EFFECTIVE
---------------------------------------------
GLASGOW - March 19, 2002 - ScottishPower (LSE: SPW; NYSE: SPI) is pleased to
announce the completion of the demerger of its interest in THUS at 4.30 p.m.
today. As a result of the demerger, ScottishPower shareholders have been
allocated 49.97481096 THUS ordinary shares and 1.34942060 THUS participating
preference shares for every 100 ScottishPower ordinary shares held at 5.00 p.m.
on 15 March 2002.
THUS has convened an extraordinary general meeting at 5.00 p.m. today to approve
the conversion of its participating preference shares into ordinary shares
which, if approved, is expected to become effective tomorrow. If the resolution
to approve the conversion of the THUS participating preference shares into
ordinary shares is passed and becomes effective, ScottishPower shareholders
would receive approximately 2.80346820 THUS ordinary shares for every THUS
participating preference share.
Accordingly, based on the allocation of 1.34942060 THUS participating preference
shares for every 100 ScottishPower ordinary shares, ScottishPower shareholders
would receive approximately 3.78305773 additional THUS ordinary shares for every
100 ScottishPower ordinary shares. On this basis, the total number of THUS
ordinary shares received would be approximately 53.75786869 for every 100
ScottishPower ordinary shares held at 5.00 p.m. on 15 March 2002.
Fractional entitlements to THUS ordinary shares or THUS participating preference
shares arising on the demerger have not been distributed but will be sold for
the benefit of ScottishPower. Similarly, fractional entitlements to THUS
ordinary shares arising from the conversion of the THUS participating preference
shares into THUS ordinary shares will be sold and the proceeds retained for the
benefit of THUS. Accordingly, the exact number of THUS ordinary shares that each
individual ScottishPower shareholder will receive will be determined following
the deduction of the relevant fractional entitlements. The impact of the
deduction of fractional entitlements is illustrated in note 1 to this
announcement.
It is expected that THUS will announce the outcome of the extraordinary general
meeting to approve the conversion before 7.30 a.m. tomorrow and that dealings in
THUS ordinary shares arising on conversion will commence at 8.00 a.m. tomorrow.
Enquiries:
HSBC Investment Bank plc
Peter Jones +44 (0)20 7336 9315
John Hannaford +44 (0)20 7336 2006
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 for editors:
----------------
The impact of the deduction of fractional entitlements is illustrated below for
holders of exactly 100 and 1,000 ScottishPower shares respectively:
ScottishPower shares held 100 1,000
Demerger
THUS Ordinary shares received 49.97481096 499.7481096
After elimination of fractional entitlements 49 499
THUS Preference shares received 1.34942060 13.4942060
After elimination of fractional entitlements 1 13
Conversion of THUS preference shares to ordinary shares (if approved at THUS EGM)
THUS Ordinary shares received (after conversion) 2.80346820 36.4450866
After elimination of fractional entitlements 2 36
Post Demerger and Conversion
Total THUS Ordinary shares received 51 535
* * *
ScottishPower's ADR, equivalent to four ordinary shares, trades on the New York
Stock Exchange under the symbol SPI. ScottishPower's ordinary shares trade on
the London Stock Exchange. Prices may be accessed on Bloomberg under the symbols
SPI and SPW LN, on the Reuter Equities 2000 Service under SPI.N and SPW.L and on
Quotron under SPWU.EU.
# # #