Documents on the International Power transaction | ENGIE (2024)

Recommended cash offer (the “Offer”) by Electrabel S.A. (“EBL”), a wholly owned subsidiary of GDF SUEZ S.A. (“GDF SUEZ”) for International Power plc (“International Power”)

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY EBL AND/OR GDF SUEZ AND/OR INTERNATIONAL POWER RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THE OFFER CANNOT BE VALIDLY ACCEPTED BY INTERNATIONAL POWER SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENTS FROM THIS WEBSITE.

Access to the Offer

Please read this notice carefully – it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read carefully each time you visit this part of the website.

Overseas Persons

The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction, and the availability of the Offer to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a ‘foreign private issuer’ as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the Exchange Act, as amended. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of US proxy solicitation or tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.

If EBL were to elect to implement the Offer by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including US tender offer rules, to the extent applicable.

If you are not permitted to view the Offer on this website, or viewing the Offer would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Offer, please exit this web page.

Forward-looking statements

The information and documents in this section of the website may contain forward-looking statements All statements other than statements of historical facts included in this section of the website may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of EBL’s, GDF SUEZ’s or International Power’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on EBL’s, GDF SUEZ’s or International Power’s business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. EBL, GDF SUEZ and International Power disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law. Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.

Responsibility for information

N M Rothschild & Sons Limited (“Rothschild”) is acting for EBL and GDF SUEZ and no one else in connection with the Offer and will not be responsible to any other persons other than EBL and GDF SUEZ for providing the protections afforded to clients of Rothschild, or for providing advice in relation to the Offer.

Ondra LLP (“Ondra Partners”) is acting exclusively for EBL and GDF SUEZ and no one else in connection with the Offer and will not be responsible to any persons other than EBL and GDF SUEZ for providing the protections afforded to clients of Ondra Partners or for providing advice in relation to the Offer.

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the site.