GBLB Groupe Bruxelles Lambert SA

Power operator GDF Suez SA's (GSZ.FR) preparations for a potential bid for the remaining shares in International Power PLC (IPN.LN) it doesn't own were gathering pace as its board moved Monday to ease any financing issue for the proposed offer.

GDF Suez admitted Thursday it is considering formally bidding for the remaining 30% stake in International Power it doesn't own at 390 pence ($62.47) a share.

The potential move has been approved by the group's two largest shareholders--the French state which owns 36%, and Belgian businessman Albert Frere's holding Groupe Bruxelles Lambert (GBLB.BT) which owns 5.2%--as well as by its board, "unanimously," it said.

GDF Suez's directors also decided to offer shareholders the possibility to receive the final dividend for 2011, representing 67 euro cents (89 U.S. cents) per share, in GDF Suez shares and not in cash, the group said.

"This resolution is intended to supplement the financing of the proposed offer for the remaining International Power shares not already held by GDF Suez in complement to the upward revision of the disposal plans previously announced," it explained, adding that the French state and Groupe Bruxelles Lambert went for that option.

The directors also agreed to offer the same possibility for the interim dividend for 2012.

Asked if this move was designed to help GDF Suez to increase its offer or to maintain its A credit rating, a spokesman for GDF Suez declined to comment.

Thursday, International Power said that it had received the proposal but didn't elaborate on the reaction of its management nor its board and has remained mute on the potential offer since.

The price mentioned by GDF Suez--a "fair price" according to the group's Chairman and Chief Executive Gerard Mestrallet Thursday--is seen by analysts as probably too low to appeal to International Power's remaining shareholders and Monday, shareholder Neptune Investment Management actually said that GDF Suez SA should raise it.

Robin Geffen, who runs Neptune, told Dow Jones Newswires the bid was "slightly light." "The stock has traded above GBP4 so that does indicate there are more buyers than sellers at 390 pence," he said. "There are quite a few institutions who feel that the bid should begin with a four, not a three."

GDF Suez's potential offer would value the remaining stake at around GBP6 billion.

Thursday, Mestrallet insisted that the group was committed to maintaining its A credit rating and would be therefore ready to increase the amount of disposals it has already planned to dispose of EUR10 billion of assets between 2011 and 2013. Earlier this year, it said that in 2011, it completed two thirds of the assets sales that were planned over the period.

-By Geraldine Amiel, Dow Jones Newswires; +33 1 40171767;

geraldine.amiel@dowjones.com

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