52IP Aviva 23

RNS Number:1644P
Hyder PLC
8 August 2000

WPD Limited 
Announcement of Proposals and Tender Offer by WPD Limited to Hyder plc and
Welsh Water Utilities Finance plc Bondholders  
 
8 August 2000  
 
WPD Limited ("WPDL") hereby announces a conditional tender offer (the "Tender
Offer") for any and all of the following bonds (the "Bonds"):  
 
     GBP 75 MM Bonds due 2002 
     GBP 200 MM Bonds due 2006 
     GBP 200 MM Bonds due 2016 
     GBP 200 MM Bonds due 2020  
     in each case of Hyder plc 
 
     GBP 100 MM Guaranteed Bonds due 2004 
     GBP 100 MM Guaranteed Bonds due 2014 
     in each case of Welsh Water Utilities Finance plc 
 
The Tender Offer will be open from 12:00 Noon London Time 8 August 2000 and
will close on 10 August 2000 at 5:00 PM London Time, unless extended or
reopened by WPDL.  
 
Background 
 
The board of WPDL announced on 31st May, 2000 the terms of a cash offer to be
made by Schroder Salomon Smith Barney on behalf of WPDL to acquire the whole
of the issued and to be issued ordinary share capital of Hyder plc (the
"Hyder shares offer"). The original offer document was posted to Hyder
shareholders on 26th June, 2000. On 1st August, 2000, WPDL announced an
increased cash offer of 340 pence per Hyder share to be made by Schroder
Salomon Smith Barney on behalf of WPDL. The formal document containing the
terms and conditions of the increased cash offer will be posted to Hyder
shareholders shortly. The Hyder shares offer is subject to certain
conditions, including the receipt of valid acceptances in respect of not less
than 80 per cent. (or such lower percentage as WPDL may, subject to the City
Code on Takeovers and Mergers, decide) of the Hyder shares to which the offer
relates. 
 
Assuming the Hyder shares offer becomes or is declared unconditional in all
respects, WPDL wishes to have the flexibility to alter (should it, at some
point in the future, so decide) the corporate and/or financing structure of
the Hyder Group. The terms and conditions of the Bonds have the effect that,
in order to carry out certain restructuring or refinancing steps in respect
of the Hyder group, the Bonds would need to be redeemed or their terms and
conditions modified. Consequently, WPDL has put these proposals to
Bondholders which provide WPDL with significant flexibility in developing an
efficient capital structure for the Hyder group. 
 
WPDL and its advisers have discussed the proposals with certain Bondholders
through the auspices of the Association of British Insurers. These
Bondholders, who directly or indirectly hold approximately 60 per cent. of
the 2020 Bonds, 34 per cent. of the 2016 Bonds and 14 per cent. of the 2006
Bonds, in aggregate, have unanimously agreed to support the proposals with
respect to such Bonds and will be lodging acceptance notices accordingly.  
 
WPDL notes that no tender offer has been made for various USD denominated
bonds of Hyder plc. WPDL is mindful of the position of these bondholders in
prospective financing arrangements for Hyder plc, however, is not in a
position to make a similar offer to these holders at this time.  
 
Key Terms of the Offer: 
 
The Tender Offer is made on a fixed spread basis. The Tender Offer is
conditional on or subject to among other things the Hyder shares offer
becoming or being declared unconditional in all respects; WPDL arranging
sufficient financing on terms acceptable to WPDL to effect the repurchases;
and, in respect of each individual series of Bonds other than the 2006, 2016
and 2020 Bonds, receipt of 75% of acceptances of the Tender Offer with
respect to such series of Bonds, but jointly in respect of the 2006, 2016,
and 2020 Bonds, receipt of 75% of acceptances of the Tender Offer with
respect to all such series of Bonds. 
 
Bondholders who wish to accept the Tender Offer are required to give the
Tender Agent (Citibank, N.A., Agency and Trust Services) an irrevocable proxy
to vote in a bondholder meeting in favour of resolutions which substantially
eliminate the protective covenants in the outstanding bonds. A quorum of 50%
of each of the series of bonds and a voting majority of 75% will be required
to pass certain resolutions removing covenants, while a quorum of 75% is
required to pass the resolutions which remove the bondholders' right to
redeem the Bonds and change the basis on which the issuer's redemption price
is calculated. Under and subject to the terms of the Tender Offer, the
bondholder meetings must be called within four months of the Hyder shares
offer becoming or being declared unconditional. 
 
The settlement date for each series of Bonds will be six business days after
the relevant bondholder meeting is held to consider the resolutions. Pricing
will be determined five business days before the settlement date for each
series of Bonds. An early settlement date may be elected by WPDL in some
circumstances. 
 
Pricing 
 
The repurchase price for the Tender Offers will be based upon a fixed margin
to reference Gilt rates, with prices calculated by the Tender Co-ordinator
using standard market convention. The reference Gilts rates will be set and
associated repurchase prices will be calculated 5 days before the settlement
date with respect to each series of bonds. 
 
The applicable reference Gilts and respective margins are: 
 
                                                             
                     Bonds         Reference Gilt        %   
                  2002 Bonds      7% Treasury 2002     1.00  
                  2004 Bonds      63/4% Treasury 2004  1.00  
                  2006 Bonds      71/2% Treasury 2006  1.37  
                  2014 Bonds      8% Treasury 2015     1.70  
                  2016 Bonds      8% Treasury 2015     1.85  
                  2020 Bonds      8% Treasury 2021.    2.17  
 
Further Information  
 
The Tender Offer is described in the Notice of Terms of Tender Offer which is
available for collection from the Tender Agent to current bondholders.
Salomon Brothers International Limited ("Schroder Salomon Smith Barney") is
the Exchange Co-ordinator for the Tender Offer.  
 
Requests for the Notice of Terms of Tender Offer and related Acceptance
Notice and other relevant information in relation to the tender should be
directed to:  
 
Tender Agent:           Citibank, N.A., Agency and Trust Services  
                        Reference:      WPD Limited Tender Offer  
                        Telephone:      44-20-7508-3867  
                        Fax:            44-20-7508-3866  
 
Requests for all other information in relation to the Tender Offer should be  
directed to:  
 
Exchange Co-ordinator:      Schroder Salomon Smith Barney 
                            Attention:      Liability Management 
                            Telephone:      44-20-7721-3168 or  
                                            44-20-7721-3666 
                            Fax:           44-20-7721-2844  
                            gregory.d.makoff@ssmb.com 
      
DCS Oosthuizen 
Director and Company Secretary  
 
Press Enquiries: 
 
Anthony Cardew          Cardew & Co.               020 7930 0777 
 
 
The distribution of this document in certain jurisdictions may be restricted
by law. Persons into whose possession this document comes are required by
WPDL, Salomon Brothers International Limited (trading as Schroder Salomon
Smith Barney) and Citibank N.A., London office to inform themselves about,
and to observe, any such restrictions.  
The Tender Offer is not made within the United States or to US persons. This
document is not to be transmitted into the United States, to any US person,
or by use of the mails or by any means or instrumentality (including, without
limitation, facsimile transmission, telex and telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of
the United States and the Tender Agent will not accept any tender on behalf
of WPDL by any such use, means, instrumentality or facility or from within
the United States. Any Bondholder who holds its Bonds through a custodian in
the United States should contact the Tender Co-ordinator. 
 
Salomon Brothers International Limited (trading as Schroder Salomon Smith
Barney), which is regulated in the United Kingdom by the Securities and
Futures Authority, has approved the contents of this document solely for the
purposes of section 57 of the Financial Services Act 1986. Schroder Salomon
Smith Barney is acting as financial adviser to WPDL in relation to the Hyder
shares offer and the Tender Offer and to no one else and will not regard any
other person as its customer or be responsible to anyone other than WPDL for
providing the protections afforded to customers of Schroder Salomon Smith
Barney or for providing advice in relation to the Hyder shares offer and the
Tender Offer. 
 
The Tender Agent referred to herein makes no representations whatsoever
regarding this document or the Tender Offer. The Tender Agent is the agent of
WPDL and owes no duty to any Bondholder. 
 

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